Gwen and Grey Matter

Hello, folks! Here is another Ben and Gwen tickle pic for you. Gwen is sitting down to read a magazine barefoot and then starts getting tired. So Ben transforms to Grey Matter, sneaks over to her with two feathers, and tickles her out of her boredom.  This is based on a pic Cactuarlover drew for me. I hope you like it.

*I deleted the first one so that this one wouldn't have that accursed "Mature Content" tag for no reason.  This picture is meant to be playful--NOT SEXUAL.*  Thank you