Chapter One- Intro to main story

hey guys its been a while! I'm soorry i haven't had a whole lot of story activity going on, but..its not my fault DONT KILLZ MEE! I've been majorly busy preparing for finals, taking finals, going on vacation, and now just getting back from vacation and worrying about my impending braces job T^T

I've had this idea for a while now and I had structured the entire plot sooo now I'm finally actually writing it! Oh yeah, btw, this fanfic takes place during the episode Last Laugh. IF you haven't seen this episode, go watch it. NAO!

Since I have basically the whole night tonight to continue working on this, I think I will at least get another chapter done, hopefully two! So sit back in that computer desk chair or bed or wherever you're reading this and enjoy!

No I do not own Ben 10! ...but i do own my OC! YUSSH!

The young Ben Tennyson sighed in depression as he was voted against not going to the circus: the place where he most hated, besides school, because of his worst fear. Outside of the main show tent, the chairman introduced the large crowd of people to the freaks hosted by the travelling circus: Thumbskull, a bulky blue-skinned man with incredible strength, Frightwig, a woman who can use her hair as separate limbs of her body, and AcidBreath, a scrawny, unpleasant blue-skinned man whose breath and spit is acidic enough to melt through strong metals. Sneaking away, Ben discovered the tent of the clown Zombozo, who was rehearsing to himself. The sight of the clown frightened Ben and he turn-tailed to run, but bumping into his cousin Gwen.

Deeply frightened and gasping for breath, Ben gasped, "Don't do that!" Gwen glanced at him with a mocking and also confused tone.

"What is your malfunction?"

"Whaddya mean?"

"Ever since we decided to go to the circus, you've been acting weirder than normal! What are you scared of?" Gwen crossed her arms. Ben huffed and glared at her.

"I'm not scared of anything!" he replied. Grandpa Max came around the corner.

"Come on guys, the show's about to start!" he said excitedly. Gwen mockingly held her hands outward towards the circus tent.

"After you!" Ben only lengthened his glare and scowled as he reluctantly advanced forwards.

Inside the circus tent, it was completely dark, until a spotlight illuminated the chairman, his arms wide.

"Ladies and gentleman, children of all ages," he started to announce. "The circus of laughter is proud to present, The Sultan of Smiles, The Crown Prince of Chuckles, the rib-tickler himself, the star of our circus: ZOMBOZO THE CLOWN!" A small pink mini-car zoomed onto the ring and started honking. Its door opened, and a large foot stepped out, followed by an equally large leg and finally the entire equally large clown. The audience began to laugh with hysteria, but Ben on the other hand, acquired a shocked look of disdain on his face like when you see something of dislike. Zombozo was dressed in an odd looking tuxedo, with blue pants, a button-down shirt, and a black jacket with a large hat that had some kind of weird orb on it. The sleeves on his arms had the orbs on them as well. The audience continued laughing as the clown put on a matador act with the clown car, making it dissolve into confetti when it passed through the red cloth.

"If you love clowns, then this is the place to be!" he cackled as he stepped in front of a huge machine. "You're gonna die laughing!" the machine behind him had similar but larger orbs on them that began to glow. "That's a Zombozo guarantee!" Ben stood up suddenly and began to exit the stands.

"I gotta go-" he was paused by Max and Gwen's look of surprise. "-get some popcorn!" Without any other further delay, he continued towards the exit.

"Is Ben alright?" Grandpa Max asked Gwen.

"You're asking me? I stopped trying to figure him out a long time ago." Zombozo began to crack another "joke."

"I was never very good at math, but I believe I have your un-divided attention!" Hysterical laughter ensued. "Now how about some volunteers? Ah so full of life! For now!"

Ben gasped for breath as he ran out of the circus tent.

"There is nothing funny about clowns!"

"At least someone else has got that right!" Ben turned around. Sitting lazily on the stairs outside the tent was a girl around Ben's age, absentmindedly twirling a piece of cotton candy in her fingers. She looked up at Ben and casually waved her hand. "Hey, how's your summer going?" With nothing else better to do, but still cautious of the mystery girl, Ben sat down next to her.

"Eh it's okay. Not any better by coming to this dumb circus!"

Since the first part of this chapter was basically what happened in the episode, I used the episode for reference, since i taped it on DVR YUSH!

Just so you know, from here on out, this is an AU fic cuz my OC is going to change some of the events a tad bit **sarcasm** All right maybe she'll change it a lot, like why Ben went after Zombozo, and how he defeated the circus freaks both the first and second time, yadda yadda :D

soooooo now is the time where all of you little and not-so-little readers click the LITTLE button beneath my rambling that says "REVIEW" that has a little speach bubble on it.

GO ON. CLICK IT. AND REVIEW.

REVIEW NAO PLEAZES!