s2233220 on Deviantart asked for this one. Here you go, Amigo! Enjoy! :)

Cuphead belongs to Studio MDHR. I own nothing. Also, this is my first time writing Croaks in a story, so please be gentle in the reviews. Thank you. :)

Making You Laugh

"What kind of music do mummies like?" Beppi asked the crowd that consisted of his friends.

"What?" Djimmi asked with a smile.

"Wrap music!" The clown said.

That got a laugh from the crowd except for one, which the clown noticed but decided to keep going for now. "How's this one? Did you hear about the robbery at the laundrymat?" He asked.

Cagney cocked an eyebrow. "No. What happened?" He asked.

Beppi managed to keep a straight face. "Oh, two clothespins held up a shirt," he said casually.

Getting the joke, the crowd laughed. But again, one of the spectators didn't. He didn't even crack a smile.

The clown thought for a moment before grinning. "Here's another: What stays in the corner and travels all over the world?"

Everyone was curious about that one and gave it some thought before shrugging. Beppi grinned. "A stamp," he said.

Specter lit up. "Of course," he said. "A stamp is on the upper corner of an envelope and the envelope travels all over the world."

That brought some more laughter and Beppi decided to tell them one more, as he was now getting really concerned that Croaks wasn't laughing. "Okay, here's one more: Can February March?" He asked.

Everyone looked at each other before Mugman spoke up. "Um, how can February march? It's a month," he said. "It can't march."

"That's right," Beppi said before his grin grew. "But April May."

Now getting the joke, the brothers giggled and everyone laughed. "That was a good one, Beppi," Psych said with a grin.

Croaks still sat there, not even cracking a smile. Now determined to find out why the frog didn't laugh, Beppi went up to him. "Croaks? Why didn't you laugh?" He asked, trying not to sound hurt. "Those jokes were some of my best ones."

The brown frog sighed lightly. "The jokes were good, Beppi," he said honestly. "No offense, but clowns don't make me laugh."

"Why not, Croaks?" Cagney asked curiously.

The boxer shrugged. "I don't know. They just don't," he admitted.

Beppi didn't take offense because Croaks was a good friend of his and he knew the boxer wouldn't intentionally hurt his feelings. He fell into thought before coming up with an idea to make his friend laugh. "Croaks, how about a bet?" He asked.

The brown frog looked curious. "What sort of bet?" He asked.

"Tomorrow, I will do something funny, and if you don't laugh, then I'll accept the fact that not everyone will find me amusing. But if you laugh, then you have to be part of my magic show in a few days."

Croaks gave it some thought before looking serious. "You better not try to make me wear something ridiculous," he said seriously.

Beppi grinned. "No promises," he said playfully.

The boxer rolled his eyes, but knew his friend was just messing with him. "Deal," he said, holding out a hand, which the clown took, and they shook hands, ready for tomorrow.

The next day, Croaks headed for the carnival were he knew Beppi worked with Djimmi, passing the genie at the gate and greeting him. The genie greeted him back and told him that Beppi was in the circus tent. Thanking him, the brown frog headed for the circus tent, stepping inside. "Beppi?" He called out.

He felt something wrap around his arms, but before he could even try to look to see what had him, he was pulled back suddenly and he landed on something soft while something wrapped snugly around his wrists and ankles, stretching him into a spread-eagle position. Because it happened so fast, he had no time to fight back and he blinked, finding himself tied to a bed. "Beppi?" He called out again, wondering what was going on.

The clown came out from his hiding spot in the closet and grinned. "Hello, Croaks," he said. "Comfortable?"

The boxer didn't look amused. "Beppi, what are you planning?" He asked.

Beppi smiled. "I told you I would do something funny," he said. "But I didn't say what."

Croaks had to admit that was true and he looked up at the clown that came closer to him and began wiggling his fingers. The boxer's eyes widened in alarm, something that didn't escape the clown's notice. "Oh, you already know what I'm going to do, don't you?" He singsonged.

The brown frog bit his lip, doing his best to remain still. Yes, he now knew Beppi was going to tickle him and, to his embarrassment, he was very ticklish and if a certain spot was tickled, he would go into tickle paralysis. No one except his brother knew about that and the boxer had made sure that embarrassing secret never got out, otherwise people would laugh at him and he feared he'd become a laughingstock, especially with his image of being a tough boxer.

Beppi giggled again. "Is Croaky ticklish?" He asked teasingly.

Croaks flinched at the nickname, but kept his mouth shut, though that didn't deter the clown in the least. "Let's see where you're most ticklish," the balloon-like clown said and his wiggling fingers went to work on Croaks' stomach.

Arching his back, the brown frog burst into laughter instantly, trying to squirm away from the white fingers that tickled him mercilessly, but he had very little wiggle room as the balloons holding him kept him in a snug hold.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! BEHEHEHEHEHEHEHEHEHEHEHEHEHEPPI!" The boxer laughed out.

"Ooh, looks who's so ticklish," Beppi singsonged teasingly. "Why, you're as ticklish as Cuphead and Mugman."

All the teasing did was make the tickle torture tickle more and the brown frog could do nothing but laugh as the wiggling fingers went to town on his stomach, his knees, his feet, and his sides, to which his laughter grew a little louder.

Hearing that, the clown guessed he was getting close to the frog's number one tickle spot. "Ooh, am I getting close to your tickle spot?" He asked teasingly. "Does Croaky want me to tickle him there?"

"STOHOHOHOHOHOHOHOHOHOHOHOHOP THAHAHAHAHAHAHAT!" Croaks begged through his laughter.

Beppi only grinned and walked his fingers up from his friend's sides to his underarms, giving the underarms a very light stroke.

Croaks would have leapt clear off the bed if not for the balloons holding him down. "NO! NO! NOT THERE!" He pleaded as he struggled his hardest now.

The clown grinned hugely. "Tickle, tickle, tickle, Croaky," he teased as he began wiggling his fingers into the brown frog's underarms.

The boxer instantly froze with tickle paralysis, throwing his head back and laughing so hard the bed shook. "Aha! I made you laugh!" Beppi said teasingly as he kept up the tickle torture, alternating between stroking two fingers over the sensitive spot to wiggling all ten fingers into it.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" Croaks laughed. "BEHEHEHEHEHEHEHEHEHEPPI!"

"Yes?" The clown asked in amusement.

"PLEHEEHEEHEEHEEHEEHEEHEEHEEHEEASE STOHOHOHOHOHOP!"

Beppi pretended to think a moment before shaking his head. "I'm having too much fun," he admitted before pulling out a feather from under his sleeve, making Croaks' eyes widen with fear now, but he had no time to protest as the clown began stroking the feather all over the frog's ticklish underarms, not missing a spot.

"EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!"

"Cootchie, cootchie, coo! Who's a ticklish little frog? Is it you, Croaks? Why, I do believe it is," the balloon clown teased mercilessly as his friend was reduced to loud laughter, unable to squirm as the paralysis left him frozen.

Finally, after what seemed like hours to the boxer, but had really only been half-an-hour, Beppi stopped and put the feather away, but he wasn't done yet. "I know something else that will make you laugh," he said.

Croaks was taking deep breaths. "Beppi, please. No more tickles," he pleaded.

The clown grinned. "Oh, don't worry, no more tickles," he said, much to the frog's relief. "But that doesn't mean no raspberries."

The brown frog gasped and opened his mouth to protest, but Beppi was faster and blew a big raspberry right into the center of Croaks' stomach.

"AAHAHAHAHAHAHAHAHAHAHAHAHA! NOHOHOHOHOHOHOHO! NOHOHOHOHOHOHOT THOHOHOHOHOHOHOHOHOHOHOHOSE! NOHOHOHOHOHOHOHOHOT THE RAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHASPBERRIHEEHEEHEEHEEHEEHEEHEEHEEHEEHEEIES!" Croaks begged through his laughter, nearly jumping out of his skin when he felt the clown start to playfully nibble at his ticklish stomach. "AAAAAAAAAAAAAH! NOHOHOHOT THE NIHIHIHIHIHIHIHIHIHIHIHIBBLING! NOHOHOHOHOHOHOT THE NIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIBBLING!"

"Cootchie, cootchie, coo! Tickle, tickle, tickle!" The clown teased him, grinning now. "I've got you!"

Seeing his friend was looking winded and actually impressed he didn't pass out from how much he had laughed, Beppi decided to do one more big raspberry to his friend's stomach before ending the tickle torture and so took a deep breath and blew the biggest raspberry he could into the white stomach.

A squeal that the boxer would never admit to left his throat before his laughter started to become silent, indicating he reached his limit. Beppi smiled and snapped his fingers, making the balloons holding the brown frog disappear and the boxer looked exhausted. He flinched as the clown came closer, but noticed his friend was wearing a softer smile. "You doing okay, Croaks?" He asked in concern.

Croaks weakly chuckled. "Aside from being tickled almost to death, I'm okay," he joked weakly.

Beppi quickly reached under the bed and pulled out a couple healing potions, giving them to his friend, who drank them, giving his friend a grateful look as the potions helped him regain some of his HP back. "Sorry about tickling you so much," the clown apologized sincerely. "It was just a lot of fun to tickle you."

The boxer chuckled tiredly. "I haven't been tickled in a long time," he admitted. "But it was fun too."

Beppi smiled. "So, do clowns make you laugh?" He asked.

Croaks chuckled again. "Only you, Beppi," he said honestly, holding out a hand for a handshake, which the clown accepted with a smile. "Just please keep this between us?"

"Don't worry, I will," his friend sincerely promised.

Good friends always made other friends laugh, as the clown had proven to the boxer.

Please leave a review, but no flames!

GoldGuardian2418