Ben shuffled along through the overcrowded circus tent. Today they had arrived in Georgia, and Gwen and Grandpa Max had thought it would be a good idea to visit the circus that had just arrived in town. It was two against one so Ben had to come along too. Ben hated circuses, they were always so crowded like this one was now, they stank, and worst of all they were full of clowns. Ben hadn't seen any yet thank goodness, but as far as he was concerned, it was only a matter of time before he did.

Right now though, him, Gwen and about 500 other kids were making their way through the animal observation area. On their left was a pen full of giraffes, camels and a couple of stupid looking ostritches.

"Isn't this great, Ben?" said Gwen excitedly.

"Yeah, about as great as having to do math homework." grumbled Ben. Gwen glared at him.

"There's nothing wrong with math homework, and stop frowning. Just because you hate circuses and animals doesn't mean everyone else has to."

"I don't hate animals!" said Ben indignately.

Gwen shrugged and moved off with her camera towards the camels.

"Just make sure he doesn't eat the camera" said Ben, pointing at one of the camels.

"He's not going to eat it, Ben" said Gwen. "Everyone knows that camels are plant eaters. Oh wait, make that, everyone knows that camels are plant eaters, except you!"

Ben's frown grew even darker as he moved along with the rest of the crowd. At least his cootie cousin would be too busy taking pictures of camels and ostritches to bug him, for a while anyway.

Moving on, he soon came to the pen at the end of the observation area. This one had an elephant in it, she was wearing a pink bonnet on her head and draped over her back was a blue blanket. She had a kindly expression on her face, one that reminded Ben of his mother. Then it became apparent that the elephant herself was a mother. Out from behind her came a baby elephant, but like no baby elephant Ben had ever seen either in a book or at the zoo. He had a trunk, four legs, and everything else a baby elephant should have, but he also had these enormous ears. They were massive, like giant fans, Ben was surprised he could even walk without tripping over them. Just then, the elephant accidentally stepped on the tip of his right ear and fell flat on his face. Ben couldn't help but giggle a little as he tried to right himself again, but it was an amused giggle, not a mocking one. Finally, the mother elephant reached over with her trunk and picked up her baby so that he was once again standing on his own four feet.

Just then, Ben was knocked to the side as a whole load of other boys shoved their way to the elephant pen. As soon as he saw them, Ben could tell they were up to no good, especially the one in front, a boy in a blue jacket with buck teeth and freckles. He was pointing at the baby elephant.

"Ain't that the wierdest looking elephant you've ever seen?" he lisped. "Look at his ears!" He lifted up his jacket and flapped it around, imitating the baby elephant's ears. Ben wondered why the elephant didn't squirt a trunkful of water at him, instead he seemed to be flapping his ears in time with the jacket. Fortunately, the mother elephant scooped up her baby and turned around, so that he was away from the mean kids.

That however, didn't stop the buck tooth. Ducking under the cord seperating him from the elphants, he reached between the mother's legs and pulled the baby back into the open. Grabbing one of the elephant's ears, he blew on it and made it billow about like a sail.

This was more than Ben could take. Ducking under the cord himself, he stormed up to the other boy.

"Hey, leave him alone!" Ben shouted. "It's not his fault he's got big ears, besides, you don't exactly have puny ones yourself!" He pointed at the boy's protruding ears.

"Oh yeah, well who's gonna make me leave him alone?" lisped the boy menacingly. "Are you, you little green eyed freak?"

Ben growled and held out the arm that had the omnitrix on it. A little bit of Heatblast would sort this jerk out.

Suddenly he was grabbed from behind and pulled out of the pen. Looking behind him, he saw it was Grandpa Max with an angry look on his face.

"Don't even think about it!"

"But Grandpa" protested Ben. "That kid was bullying that baby elephant."

"That's no excuse to use the omnitrix against him" said Max. "Espescially not in front of all these other kids." "Besides" he said, smiling a little now, "You don't have to deal with him anymore."

"Huh?"

"See for yourself" said Max, pointing to the pen. Ben looked in that direction to see the bucktoothed kid draped over the cord like a duvet cover, the mother elephant was slapping his butt angrily.

"Alright, go Mrs. Jumbo!" cried Ben.

"Well done, Ben" said Max. "That's her name."

"What, for real? How did you know?"

"It says so on the sign on her pen" said Max. "And that little elephant is called Dumbo."

"Dumbo" repeated Ben. He was just pondering over this name when suddenly a bale of hay came flying past his head. He looked up to see Mrs. Jumbo rearing up on her hind legs, the kids who had been teasing Dumbo were fleeing before her. Evidently she was the one who had thrown the hay bale, and now she was picking up a bucket and getting ready to throw it at the kids.

"Come on!" cried Max, "Let's get outta here!"

As they fled from the circus, Ben couldn't help looking back at the elephants. He saw a whole load of men with whips and ropes running at Mrs. Jumbo, they were cracking them around her and lassoing her feet, ignoring her protesting bellows. Ben also saw one of the men tuck Dumbo under his arm and run away from Mrs. Jumbo with him. He wanted to break free of Max and run back to help the elephants, but his Grandpa's grip was too strong.

As they exited the circus tent and ran back to the RV, Ben wondered what would happen to Mrs. Jumbo and her baby, he didn't think it would be something nice.