This story is a thank you fanfic for my good friend, Sparkling Lover. Here you go, girl! Enjoy! Ben 10 and its aliens all belong to Cartoon Network and Man of Action, Ally Drewood belongs to Sparkling Lover, and Danny Phantom belongs to Nickelodeon. I only own Rachel.

Her Ghost Friend

Ally was at the Grant Mansion helping Rachel move some boxes in the attic, looking for something that had been up there for a while.

"Aha! Here it is!" said Rachel, picking up an old book. The title of it was Ghosts in The Ghost Zone, but they had no idea who had written it.

"What is it, Rach?" asked Ally.

"It's a book I discovered the other day, but haven't had a chance to look at it," her older cousin explained as she sat down on one of the old trunks nearby and Ally sat down beside her as they opened the book that was full of dust. Carefully, they dusted off the pages and saw type-written sections with what looked to be crudely-drawn pictures of shapes.

Rachel looked at the printed words. "June 17, 1943," she read. "The ghosts are real. A green, swirling light always appears and they come out from what I am calling 'The Ghost Zone', because all that is ever seen is ghosts and they are all evil, terrorizing our town and causing trouble. Just today, another ghost came through with a purple cloak and a staff with a clock on it and tried to harm us, but we fought back and he stopped time around us. I felt it! It was horrifying and we chased him out after realizing he was the Grim Reaper. Below is a drawing of the ghost."

The girls looked and saw the drawing and could only make out the shape since the pencil drawing had mostly faded over time. Rachel looked at Ally.

"Last time I checked, the Grim Reaper wears black, is a skeleton and not a ghost, has a scythe and not a staff, and has a hourglass filled with sand and not a clock," she said. "I think whoever wrote this was mentally ill. Ghosts don't exist." But even as she said that, she suddenly remembered Clockwork, the same ghost who had helped her long ago. Now that she thought about what she had read, she realized that the person who wrote this had seen Clockwork and mistook him for the Grim Reaper.

"But we have three friends who are ghosts," Ally said to Rachel.

"Alien ghosts, yes," said Rachel. "But this person is talking about real ghosts. And back then, people were more paranoid than they are today."

Ally agreed and Rachel went downstairs to answer her cellphone she had heard ringing in her room, which was just below the part of the attic they were in. Ally looked at the book more closely and studied the pictures as best she could. "Rachel's right. This person was a loony," she said, not believing in ghosts herself.

All of a sudden, a green, swirling mist appeared in front of her and she jumped, looking at it curiously. It glowed brightly, almost as if it was beckoning her. She hesitated and then her curiosity got the best of her and she stepped towards it, tripping over a corner of another box and falling headfirst into the green mist, which disappeared after she did so.

After a moment of falling, Ally landed on something hard with an 'oof'. Shaking her head and blinking for a moment, she looked around. Bluish stone walls surrounded her with what looked to be gears and other kinds of machinery. Curious, Ally stood up and walked carefully forward, gazing in awe at the place that looked like a castle. She felt the artist in her becoming inspired as she looked around, not realizing she was being watched.

Suddenly, she heard a voice. "You seem amazed, Ally Drewood."

Ally gasped and turned to see a ghost floating behind her and her eyes widened when she saw his purple cloak, a scar over his left eye, and a staff in his hands with a clock at the top. She screamed.

"Grim Reaper!" she cried out and ran as fast as her legs could go, not daring to look back and see the ghost again. If she had, she would have seen him smirk as he pressed a button on the top of his staff.

"Time, out," he said and Ally felt her body slow down to where she could almost barely move as the ghost quickly floated before her. "Time, in," he said, pressing that same button on his staff, making Ally's body speed up again and she dodged fast, running into one of the many gears sticking up out of the floor. Dazed, she shook her head and kept running.

"You can run, child. But I already know where you're hiding," she heard him say and she shivered, scared.

"Rachel, where are you?" she asked to herself as she ran into an open door, slamming it shut. She then settled herself near the bed, ready to dart underneath it if the ghost came in. She heard him chuckle again as she turned to find him behind her. With a startled yelp, Ally quickly dove under the bed, but felt something grab her leg before she could pull herself fully under the bed and she felt her leg being tugged gently as she was pulled back out into the room with the ghost floating before her, smirking as he held up one hand that glowed blue and she realized she was slightly glowing blue too.

"You amuse me, child," said the ghost, a smile on his face. "You remind me very much of your older cousin."

Ally stopped struggling for a moment and the ghost used his telekinesis to gently set her down on the bed. She then sat up and looked at him wonderingly. "You know Rachel?" she asked.

He smiled again. "Yes, I do," he said. "I helped her sometime back when she needed me and we became good friends."

Ally still looked a little wary. "How do you know my name?" she asked.

He chuckled again. "I am Clockwork, the Master of Time," he explained. "I watch over the various timelines to make sure everything is in order. It was in doing my job that I met your cousin."

The little girl was now very curious. "You're not the Grim Reaper?" she asked him now.

The loudest laughter she had ever heard rang from Clockwork as he rapidly changed forms as he laughed, finally calming down after a few minutes and going from his elderly form to his young adult form. Ally looked really surprised and he chuckled at her surprised face.

"No, Ally, I'm not the Grim Reaper," he said with a smile. "Those stories were exaggerated a bit."

She nodded. "Are you a shape-shifter?" she asked, remembering how Goop could change his shape.

He shook his head. "I can change my form to what I want, but I'm not a shape-shifter," he said gently. "But I'm wondering how you got here."

Ally thought back. "There was a glowing, green mist that appeared and I fell through it," she said.

"A portal," said the Ghost of Time with a nod. "The portals appear randomly and you fell through one."

Ally then realized she didn't know how to get home. "How will I get home?" she asked fearfully.

Clockwork turned and saw her fear and her tears that were starting to form. He floated over to her and pulled her into a hug, rubbing her back. He hated to see anyone, especially a young child, cry. "Now, now, shh," he comforted her gently.

She felt him rub her back and she looked up at him, tears still falling and he gently wiped them away with his gloved hands as he smiled at her and was pleased when she gave him a small smile.

"I can also teleport, little one," he said to her.

"Teleport? You mean like jumping into a space bridge?" she asked.

"Yes," he answered.

Suddenly, he heard the Observants come in and sighed heavily. "Forgive me, Ally. My 'employers' are here and I have to go see what they want," he said.

"Okay," she said. "I'll wait."

Clockwork went to his screen room and Ally followed at a distance, curious as to who her new friend's employers were. She then saw them and was shocked when she saw that they were ghosts with one eye for a head. She now listened.

"Clockwork! Why do you insist on making friends with these humans?" asked one exasperatedly.

"They are not worth your time! They are filth!" said the other.

Ally was shocked to hear this and was startled when she heard Clockwork growl angrily.

"Those girls are not what you think they are," he said, his voice threatening to become louder. "You Observants only see what you want with your one-tracked minds."

The Observants shook in anger. "How dare you!" said one of them.

Ally had heard enough and reached into her pocket, pulling out some balloons she had with her and rushing over unseen to the kitchen she had seen on the way. Quickly filling up the balloons with water, she carefully placed them in a small sack she had seen by the door and now moved silently around the room and climbed up the many gears in there and sat down on a huge one that was directly above the Observants.

Clockwork had been too busy arguing with the Observants to notice Ally up above their heads and he had not a clue what she was going to do.

The Observant who had spoken after Clockwork had told them they had one-tracked minds was about to berate the Time Ghost again when all of a sudden, he felt something hit his head and felt something cold run down his eyeball. He looked at his robe and saw it was soaked with water. Before he could even start to berate Clockwork again, the other was soaked as well.

Ally was having a great time dropping the water balloons on the Observants. She giggled as she nailed her targets each time. "Take that, you meanies!" she said and continued to pelt them with water balloons. The Observants were quick to leave with what was left of their pride, although their robes were soaked. Ally was rolling around on the gear, laughing hard at the success of her little prank, but her last water balloon was on the edge and she didn't see it start to fall until it was too late.

Right towards Clockwork.

Ally gasped and watched with horror. "Clockwork!" she called out, hoping to warn him.

He moved back just in time and the water balloon exploded in mid-air as he used his telekinesis to make it explode and form a shield around him so that he wouldn't get soaked.

The little girl breathed a sigh of relief, but then saw Clockwork look at her with a look that she recognized many of her friends to have when they were thinking about tickling her. With a shriek, Ally took off, with Clockwork at her heels.

Suddenly, she was flying as the Time Ghost caught her and playfully pinned her to the floor, his fingers tickling into her stomach and sides.

"HEEHEEHEEHEEHEEHEEHEE!" Ally squealed as she felt the unbearable tickling. "That tickles!"

Clockwork smirked. "Indeed, it does," he said, amusement in his voice as he then tickled her underarms, making her shriek again as he blew a raspberry into her stomach while his hands continued to tickle her sides and underarms. "Cootchie cootchie coo," he cooed teasingly at her. "Who's a ticklish little girl?"

Ally couldn't get away as Clockwork lifted up her shirt and blew more raspberries into her ticklish stomach, making her laugh her hardest. Finally, after a few more minutes, Clockwork stopped, chuckling as Ally took some deep breaths, a giggle or two slipping out. Then he scooped her up in his arms.

"I must say, that was a pretty good prank you pulled on those two," he said to her as he prepared to teleport them back to the Grant Mansion.

Ally looked up at him. "They're nothing but bullies and I hate bullies," she said, making him chuckle and hum in agreement as they teleported back to the living room at the Grant Mansion.

Rachel had been worried when she didn't find Ally in the attic or anywhere in the house and was about to call Rook and ask him if he had seen Ally when a bright, blue light caught her attention to the living room and she went in there to see not only Ally but an old friend as well.

"Ally!" said Rachel, relieved as she and her cousin hugged. "What happened? I was worried when I couldn't find you."

"I fell into a ghost portal," she said and then turned to the ghost behind her. "And I met him."

Rachel looked up at the ghost. "Clockwork," she said with a smile. "It's good to see you again."

"Same here, Rachel," said Clockwork warmly, accepting a hug from the older girl. "Ally stumbled into my home after she fell through the portal."

Rachel breathed a sigh of relief. "Thank goodness she landed at your place and not elsewhere," she said. "Although, I doubt the others would harm a young girl, would they?"

"Not a young one, no," Clockwork assured her. "Although the Observants have different views."

"You mean only one view," said Rachel. "Those Observants are probably the most annoying ghosts I've ever met."

"Well, they won't show up again, at least not while their robes are soaked," said Ally proudly.

"What do you mean?"

Ally and Clockwork told Rachel about the prank and Rachel laughed as she imagined the Observants being pranked. "That is too funny," she said.

Since it was near lunchtime, Rachel invited Clockwork to join them for lunch before going back to his home. He accepted and enjoyed the meal Rachel had cooked for them. Then, as early evening was coming, he had to go back home.

Ally hugged Clockwork and he returned the hug. "Promise you'll visit?" she asked hopefully.

The Time Ghost smiled at her. "I promise," he said.

"You're always welcome here, old friend," said Rachel, hugging Clockwork as well. He returned her hug.

"And you two are always welcome to my home, my friends," he said with a smile as he teleported away.

Ally smiled. "I'm glad to have Clockwork as a friend," she said to Rachel, who smiled in agreement.

"So am I, Ally. And I think Clockwork feels the same way."

Clockwork was watching them and smiled at Rachel's statement. "I certainly do," he said aloud, happy to have the girls as friends.

Well, this was fun to write. I hope you all enjoyed it.

Please leave a review!

GoldGuardian2418