It was Saturday afternoon and Lizzie was talking on the phone with her two best friends, Miranda and Gordo.

" So anyway, do you guys wanna come over? My parents went to my Aunt Edith's house and they won't be back until tonight. And Matt's spending the night with Lannie, so he won't be around to cause trouble." Lizzie said.

" Sure!" said Miranda "I'm like so totally bored. And anyway you've just GOT to hear my new Aaron Carter CD!"

" Sounds great! What about you, Gordo?"

" Of course. When have I ever passed up a chance to hear Arron Carter?" They all laughed.

" Ok see, you guys in a few." Said Lizzie, and they hung up.

~*~*~*~*~*~*~*~*~*~*~*~*~

Fifteen minutes later, Lizzie heard the doorbell ring and she started down the stairs.

"I'll get it!!" she announced, and then remembered she was alone. When she opened the door, she saw Gordo and Miranda standing there.

"hey guys!" Lizzie said, and then turning to Miranda "Do you have it?" She held up the brand new CD and the girls both squealed. Gordo rolled his eyes and walked past up into the house.

They went up to Lizzie's room and Miranda put her CD into the stereo. A mushy love song began to play and Miranda flopped back onto the bed.

" It sounds just like he's singing it to me!" she said with a sigh. Gordo rolled his eyes again and Lizzie laughed. Just then, the phone rang and Lizzie picked it up.

" It's for you, Marinda" She said, handing the phone to her friend.

" Hello? Oh, hi Mom. What? I do? But Mom! I wanted to-" Miranda sighed as she was cut off in mid-sentence. " Well, ok. I'll be there in a minute. Ok. Bye." She hung up the phone.

" Well you guys, looks like I gotta split. Grandma Rosa just stopped by for a surprise visit and she's just dying to see how much I've grown." She and Lizzie both made a 'yuck' face and the three friends walked downstairs.

~*~*~*~*~*~*~*~*~*~*~*~*~

" There's nothing good on!" said Lizzie, tossing the remote down beside her on the couch. After Miranda left, she and Gordo had decided to watch some TV downstairs.

" Wait! Go back!" said Gordo excitedly. "There's a documentary on about Orson Welles!"

" Orson who?"

" He's only one of the best writer-directors that ever lived!" he said, exasperated.

" Well we aren't watching that as long as I have the remote!" she said in a teasing tone.

" Oh yeah! Well you better give it to me, or you're gonna be REAL sorry!" He said, pretending to be angry.

" Of course I will Gordo!" said Lizzie with a smirk. She held out the remote to him and just as he grabbed it, she smacked him across the head with one of the couch pillows. He stared at her with surprise, and then said with a grin

" Thats it Lizzie McGuire! You going down!"

Lizzie jumped up off the couch and flew across the room, Gordo right behind her.

" You can run, McGuire" he said with a devilish grin "But you can't hide!"

She shrieked in mock horror, and bolted up the stairs and into her bedroom but she wasn't fast enough. Just as she made it to her room, he caught up with her and backed her into a corner. She was trapped, and he moved closer and closer to her with his hands outstretched. Her heart raced and she was out of breath for running so fast. Just as he was about to grab her, she darted around him and tried to jump over her bed, but one again, he was too fast for her. He threw himself on top of her, pinning her to the bed.

" No! Don't!" she squealed, grinning from ear to ear. He ran his hands up her sides and and slid them under her arms, tickling her mercilessly. Lizzie could barely talk for laughing so hard, but she managed to to breathlessly gasp

"Stop Gordo! Please! Ahhh!"

"Never!" He said with an evil smile. "You're trapped now!"

She rolled her eyes back and squeezed them shut as she arched her head back, pressing it into the bed. She squirmed beneath the weight of his body, but couldn't free herself as he tickled her relentlessly. She was becoming more and more breathless by the minute. Her chest heaved and her laughter was coming out as loud gasps. The feeling of his hands tickling her all over was so intense she didn't know if she could take it. It reminded her of when your leg falls asleep and it tingles everywhere and the slightest touch is just too much to bear.

Gordo's breathing was also becoming very heavy. He was tickling her everywhere now, and without thinking he slid his right hand between her legs and began to tickle the inside of her right thigh under her skirt. She must have been even more ticklish there than under her arms because she squirmed even more violently and dug her fingernails into the bed sheets. The only sound she could manage to make was "Ahh! Oh! Ahhhhh!!" between gasping laughter.

"Ahh! Stop! Stop!" she gasped even louder than before and squeezed her thighs together. She thought the feeling of him tickling under her arms was strong, but this was absolutely mind blowing. He tickled her harder, and she arched her back and squealed. Her body was quivering and she didn't know if she could take it. She had been tickled before, and once Gordo and Miranda had even tickled her until she got the hiccups, but it was nothing like this. She had never felt anything so unbearably intense in her life.

He stared down at her, her face, bright red with laughter and her chest heaving with every haggard breath.

" Oh God! Gordo! Please! Stop!" She said as she rolled her head back and forth. She couldn't take anymore of this unbearably intense sensation, and just as she thought she was going to pass out, she heard someone yell.

" Lizzie!!" It was Matt. Gordo jerked himself away from her and she bolted up off the bed just as Matt barged in the door.

" What are you guys doing in here?" He said curiously.

" Nothing.... Gordo...was.. just..tickling..me.." she was laughing and breathing almost too hard to reply.

" Oh" He said.

" Hey! Wait a minute!" Lizzie said, regaining composer. "Why didn't you knock? And what are you doing here? I thought you were at Lannie's house?"

" Well, uh, his parents sorta, uh, brought me home" Matt said sheepishly.

" Oh man!" Lizzie said, rolling her eyes "What did you do this time?"

" It wasn't my fault!!" Matt exploded. " I didn't think the hamster would actually eat it!!"

Lizzie sighed and pushed Matt out the door.

"Go downstairs and play until Mom and Dad get home!"