A/N: Hot damn, this chapter took me a long time to write. I am slow as molases when writing action scenes. I hoped to improve that with this series, being able to use pre-existing action scenes as reference, but it fought me for so long. On another tangent there seems to be some confusion why I did the episodes out of order. I wanted to write some of the friendly co-operative group dynamic before turning Kevin into a probe, because as you'll see in this next chapter, that probing continues to screw with the group dynamic.

Last Laugh

"Knocking over that yacht was a piece of cake," the crook said with a laugh as his partner climbed down the ladder to their escape boat. Then the bubbling water beside the boat caught his attention, glowing green eyes cut the murky water just before a clawed hand shot out from the deep and pulled the man under. His partner turned with a pause, looking at the foreboding depths, where the man's red hat still floated. The face of Ripjaws emerged. Panic struck, the criminal scrambled up the ladder, and back on the dock. His eyes widened with fear as Ripjaws followed. Thinking of slowing the fishy pursuer he pushed over a hot dog stand, cracking the fuel line for the cooker. Ripjaws was quickly surrounded by a ring of flames.

"Gotta love an old fashioned fish-fry," the crook said cockily, Ripjaws appeared to be trapped, and struggling for air.

"Can't breathe," Ripjaws gasped dryly, "water… water…" He punched through the dock filling his lungs with liquid before jumping back up and throwing the criminal into a fair booth.

Within moments the police had arrived, "I don't care what anybody says, you circus freaks are okay by me," a fair-haired police man congratulated Ripjaws.

"Circus freak? I'm not a circus freak, I'm a super hero," Ripjaws posed dramatically before jumping back into the ocean.

"Look like a freak to me," the cop said naively.

:::::

"You should have come with me Kevin, busting those thieves was totally awesome," Ben threw some punches at the air while recounting the event.

"Yeah, well," Kevin glanced up to the front of the RV towards Max, "you probably did just as well without me." It wasn't that Kevin didn't want to. Ben was his biggest reason for using his powers at all. But after he'd been temporarily possessed by that alien probe, Max Tennyson had been keeping him a short leash.

"Hey, there's a circus in town," Gwen quickly changed the subject, reading a sign as they drove past. "Zombozo's Circus of Laughs, sounds fun, right?"

"I haven't been to a circus since I was a boy, what do you guys think?" Grandpa Max said.

"I love the circus," Gwen said happily, relieved to have the most important opinion in agreement.

"That's because she belongs in one," Ben whispered at Kevin, who chuckled.

"What do you think Ben, should we check out the circus?" Grandpa Max asked.

"Nah, circus is kid's stuff," Ben replied.

"We are kids Ben," Gwen responded.

"Kevin, you agree with me right?" Ben asked the pale kid at his side.

"I dunno I've never been to one," Kevin shrugged.

"Okay, now we totally have to go," Gwen said, "even if it is kid's stuff, we can't let Kevin miss out on his first ever trip to the circus."

"Okay, alright," Ben snapped, "you guys wanna go see some stupid circus, fine!" The rest of the vehicle paused for a confused moment at the outburst.

:::::

"Wow, it looks like the entire town's turned out for the show," Grandpa Max observed the crowd.

"It's probably sold out, we're probably just wasting our time," Ben said, half smiling, until he got a look at a large clown cut-out. Kevin glanced at his friend, until a particular voice caught his attention.

"Step right up and see…" he was announcing like an auctioneer, but Kevin's stomach was tightening into a knot, "the fingerless freak of nature, whose strength knows no bounds… Thumbskull!" Kevin shrank as the one word rang in his head, while the Tennyson's looked on curiously. Thumbskull was a mammoth of a man, and instead of having nails on his fingers he had a large one on his forehead. With a grunt he bent a metal pipe over his head, and then threw it into the sky.

A vine of red snatched the pipe right out of the air, and the announcer continued, "And presenting Frightwig! When this beautiful freak lets down her hair, there's no telling what could happen." She had five red tentacles of hair each tipped with a weighted ball. Bending the pipe into a coil she laid it on an anvil in front of the third tent.

"And last, but not least, the freak whose unique skill is as vile as his attitude," Kevin squirmed uncomfortably, "Acid Breath!" This one came out wearing a muzzle, had only a few strands of inky hair protruding from a pasty scalp. Lifting his muzzle out of the way, he reduced the pipe, and the anvil it sat on to a gooey mess.

"Gross," Gwen proclaimed.

"Can you believe these guys?" Ben grumbled, "Any one of my aliens is twice as cool as all three of these freaks put together!"

Kevin winced, "Yeah, I think I've gotten enough circus exposure to last me a lifetime, let's bail."

"Now you're talking," Ben smiled happily.

"Hey!" Gwen snapped, "You're going the wrong way, the big top show is this way."

"This is lame," Ben crossed his arms stubbornly.

"Look, Ben, I don't care how lame you think this is," Ben opened his mouth but Gwen cut him off, "I don't care how lame Kevin thinks it is either. Look at Grandpa," Gwen glanced away, watching the old man beam away, "he's like a kid again, and after… breaking his leg… he needs to unwind." Kevin's head sunk in shame. "Think for a second Ben, Grandpa has barely let Kevin out of his sight the past couple days. If you want someone to help you fight then you better not mess tonight up, got it?"

"Yeah, sure, I got it," Ben grumbled.

"She makes it sound like you mess up on purpose," Kevin noted.

"I know. Wait, did you just agree that I've been messing up."

"Dude, your track record doesn't exactly sing praises, burning down a forest, releasing a tiny multiplying electric fiend."

"Yeah, like you've got a clean bill of heroics," Ben jumped on Kevin's back, giving the dark haired youth a noogie. Kevin laughed and wrestled the younger boy off, but the fun was over all too soon as they entered the big top. When they were settling into the seats, Ben's words just gave Kevin a lot more to brood over. Being possessed by an alien probe was only his latest screw up, he'd gotten Ben kidnapped a few days earlier, and Gwen kidnapped shortly before that. If it hadn't been for Max Tennyson making him give up on using electricity… he might even have hurt them deliberately.

"Ladies and gentlemen, children of all ages," a spotlight lit the announcer standing center ring, "the circus of laughter is proud to present the sultan of smiles, the crown prince of chuckles, the grim tickler himself, star of our circus, Zombozo the clown."

Kevin lifted his head as the pink car pulled into the ring and the darkly clad clown stepped out of it, and… the audience roared with laughter. Kevin quirked an eyebrow; how was that funny? It was just a clown stepping out of a slightly smaller than average car. The pink car revved its engines, and the clown pulled out a strip of red cloth, playing at being a matador. As the car drove through it burst into confetti, and the audience roared again, Kevin just crossed his arms and leaned back.

"You're totally right Ben, this place is lame," Kevin frowned, Ben seemed to be the only one not laughing like a hyena.

"If you love clowns then this is the place to be, you're gonna die laughing, that's a Zombozo guarantee," the clown said darkly.

Ben shuddered, and stood up, "I gotta go… get some popcorn," he managed a half-smile as he left in a hurry.

"Is Ben alright?" Grandpa Max asked.

Gwen shrugged.

"He was trying to get away from this stupid magic act," Kevin waved his arms down at center ring.

"I was never very good at math, but I believe I have your undivided attention. Now how about some volunteers," the audience roared to life again and Max and Gwen's attention was drawn away. "Ah, so full of life, for now."

"Oh, come on! 'Volunteers' isn't a punch line!" Kevin groaned.

"Since you're all so enthusiastic, you can all volunteer," Zombozo continued.

"Why did he even ask for volunteers if he wasn't actually going to need any!"

"I'd like to introduce you all to my little toy, it's a barrel of laughs, literally," with a puff smoke the large canister rolled into the room. The laughter of the room got louder, and coloured lights danced around room with circus inspired shapes.

"How is this supposed to be funny?" Kevin demanded of the fiery haired girl in the next seat. She just laughed, her bright green eyes looked tired. "Gwen?" Kevin put a hand to her shoulder and then withdrew it, it didn't feel like Gwen. A thought which in itself was weird enough; he could feel energy that normally radiated off the girl… and right now it was somehow dissipating. "Gwen?" he grabbed her by the shoulders, and gently shook her, "Snap out of it." Nothing, she just kept on mindlessly laughing away.

"I'm not suggesting that you laugh so hard it makes you cry," the clown spouted, "you should laugh so hard that it makes you die."

The clown, Kevin whirled towards the stage. Somehow, that clown was causing this. He didn't know what he could do. But he had to do something…

:::::

Ben left the tent panting, "There is nothing funny about clowns." Suddenly he heard glass shattering and redirected his attention. Ducking around a parked car he spotted Thumbskull, Frightwig and Acid Breath, breaking into a jewellery store, "Whoa, the freaks are felons." Ben crawled around the vehicle for a better view.

Thumbskull was moving the jewellery in wadded handfuls. Acid Breath took out the shell of a car to strip it for parts. Frightwig was pulling an ATM out of a brick wall. "It's payday!" she laughed, throwing the chunk of brick and machine around like a toy as bills scattered everywhere.

"Time to play fetch!" Ben glared at the dirty pack of thieves and twisted the Omnitrix for Wildmutt. With a flash of green light and a growl he leapt to the roof of the vehicle he'd been hiding behind, revealing himself.

Thumbskull backed away from the gnashing teeth with a plasma screen in each arm. "Good doggy, down boy," he said rather impotently. With a few snarls that couldn't pass for the catchy comeback they were supposed to be, Wildmutt leapt into action. Knocking Thumbskull to the ground, the television broke against the pavement. He used Acid Breath as a kick-stop, to rocket in the opposite direction as Firghtwig's wild hair wrapped around him. She felt to the pavement and was dragged nearly three meters before losing her grip.

Wildmutt jumped on top of the stupid pink clown car. Tearing it open like it was a tin can was nearly as satisfying as watching their loot pop out everywhere. "Hey that's our stuff," Thumbskull yelled.

"No mutt's gonna steal my loot," Acid Breath practically hissed, "Get him!" With a deep breath he reduced the getaway car to molten goop. Wildmutt had jumped away just in time, landing in the middle of the three of them. He pushed Acid Breath and Thumbskull over before focussing on Frightwig.

"Don't just stand there like a sore thumb, get the boss!" Acid Breath snarled at his large companion.

:::::

"I love the sound of laughter. It feeds my soul."

"Booooo!"

Zombozo twitched, any entertainer was fine-tuned for that one disapproving noise. A wire extended from his machine, and he lifted from the ground and whirled towards the sound. Kevin nearly fell backwards as the clown was suddenly in his face. "You! Why aren't you laughing?"

Kevin recovered from his shock and glared at the clown, stepping slightly between the clown and the Tennysons, "I dunno, maybe because this is the lamest show I've ever seen?"

"Ooo, what are you going to do pipsqueak, glare me to death?"

Kevin looked down at the ground. More accurately he looked down at the metal grandstand. Zombozo roared with his own brand of maniacal laughter, assuming that Kevin had admitted defeat. Crouching down, Kevin absorbed both his fists full of the metal girders. Then he started leaping the seats towards the middle of the room; towards that psycho "barrel of laughs".

"Whoa there," Thumbskull wrapped his arms around Kevin's torso, lifting him from the ground and effectively ending his little attempted rampage.

"Thumbskull, what are you doing here?" Zombozo raged, "You're supposed to be out with the others."

"Uh… we ran into a bit of trouble… what do you want me to do with this one?"

"Well now I know why he's immune to my machine. You're just a little freak."

"I am not a freak," Kevin struggled uselessly against Thumbskull.

"Uh, boss, the… bit of trouble."

"What?"

"Well uh, there's this rabid dog-thing."

"Wildmutt," Kevin said softly, but not softly enough.

"So that's your doing too is it, little freak? Bring him." Zombozo unplugged from his machine. "…interrupt me while I'm eating… I oughtta… Ringmaster!" The announcer walked over, and tipped his hat. "Pack up here, and make sure to bring along the nice family this little freak came in with."

Kevin's eyes widened in panic, and he struggled fruitlessly as Thumbskull carted him away.

:::::

WIldmutt pounded Acid Breath and Frightwig into the cement. Then in an explosion of confetti Zombozo appeared. Whirling around Wildmutt took up a defensive position, backing and growling.

"I hear you're full of tricks little doggy. Let's see if you know how to play dead." Zombozo knocked Wildmutt across the pavement and into a power line tower. With a whimper, Wildmutt ducked behind the metal beam, whimpering. "This isn't a mad dog, it's a scaredy cat," Zombozo glared at his exceedingly incompetent minions.

"No!" Kevin struggled against Thumbskull, though it was even more futile now as he'd lost his metal graspers a while back.

"Quit wiggling," Thumbskull grunted.

"Bring the curtain down on this little sideshow!" Zombozo ordered.

"Wildmutt! Come on, show these guys what you're made of," Kevin yelled. Wildmutt's whimper cut off sharply, and he started growling again. Kevin bit down on Thumbskull's hand, finally getting enough of a reaction to slip away from the brawny freak.

"What are you waiting for, get them!" Zombozo ordered.

Frightwig's tentacle type hair grabbed Kevin's ankle. The youth toppled to the ground. Absorbing a fistful of the weights on her hair and he was able to pull her over in response.

Acid Breath sucked in the oxygen he needed for his talents when a clown-sized hand clamped down on his jaws. "I want the kid alive, not melted," Zombozo hissed darkly at him, and Acid Breath swallowed back his bile. Thumbskull raced forward, only to get tackled to the ground by Wildmutt again. "Fer cryin' out loud," Zombozo rolled his eyes, "Acid Breath, melt that damn mutt already."

"Show's over Fido," Acid Breath smiled, closing in.

That's when the Omnitrix beeped. Wildmutt panicked. Grabbing Kevin's shirt between his teeth he took off down the nearest alley.

The circus freaks were practically on their heels, but as they whirled around the corner they only spotted a piece of paper wafting in the breeze. "Dog gone," Thumbskull groaned, before cracking a smile at his own stupid pun.

"Bah, they'll be back," Zombozo growled, "let's go, move it!"

Kevin and Ben were crammed into a recessed doorway, squished together like sardines in a can and holding their breath. Both sighed with relief when Thumbskull's thundering steps had faded into the distance.

Kevin slumped against the pavement, "That was too close."

Ben flopped next to him, smiling, "Hey, it's good to have you back on the butt-kicking team."

Kevin cracked a smile too, "Yeah?"

"Yeah, I mean who would've guessed?"

"Killer clown?"

"Oh come on, the clown was obviously evil, I was thinking more of the circus freaks." Kevin flinched, Ben paused for a minute. "I guess you don't like it when people use that word, huh?"

"Don't like it? I hate it," Kevin leaned his head against the metal door. "We're really hooped for this fight, huh, I flinch at one stupid word, and you're shaking in your alien boots."

"Shaking in my boots? I'm not-" Ben looked at Kevin. The dark adolescent's brown eyes were quirked incredulously, "Alright, I'm totally afraid of clowns." Both young heroes sighed again, but certainly not with relief. "So I guess we've gotta get help from Grandpa and Gwen then."

"Oh shi-" Kevin gagged, scrambling to his feet. "We've got to get back to the circus, right now?"

"What? Why?" Ben hurried after his dark-haired friend.

Kevin didn't reply as they ran back. Gwen and Max were in trouble because of him. If they could get there fast enough, maybe they could rescue them without him ever having to admit it. Approaching the circus tents Kevin noted the movement of circus workers, and pulled Ben behind a stack of crates.

"What are you-" Ben stopped at Kevin's motion for silence, before pointing him to the workers. "They're packing up?" he asked in a confused whisper, "Why would they be doing that?"

"They know that we're still out there somewhere, they're getting out of town in case we came back."

"I didn't realize the circus had so many workers."

"I don't think they're workers," Kevin whispered, they were all still laughing. "The clown had some sort of machine, I think they're... hypnotized or something, all those guys are part of the audience."

"Whoa..." Ben's hazel eyes widened. "They're all still laughing, that's frea- creepy," he caught himself at the last minute.

"Let's find the others and get out of here," Kevin squirmed uncomfortably. Whatever happened he couldn't let Ben know. Max didn't trust him, Gwen didn't trust him, if he lost Ben's trust too... He couldn't admit that everything was his fault… again. Getting the electricity out of his system was supposed to make him better, but he was still pulling the same crap, causing problems. The only difference was now he got to feel like scum when he did it.

"Do you think Grandpa and Gwen are shuffling boxes too?" Ben asked.

That's when Kevin spotted the flip of red hair disappearing between tents. "We should split up, that way we'll cover more ground." Kevin didn't look back, he only had two choices, letting Ben go it alone… or letting Ben in on what he already knew, that keeping him around was only asking for trouble.

"Meet back up at the rust bucket in fifteen minutes," Ben said before he slipped behind a stack of crates.

"Yeah, sure," Kevin headed between the tents, where the flip of red hair had disappeared.

:::::

"I hate quick pack ups," Zombozo growled, climbing into the truck next to Thumbskull.

"Umm… the ringmaster was acting weird."

"Weird how?" Zombozo raised a brow.

"Tirade through the audience, only loaded two people."

Zombozo glanced into the back, Gwen and Max Tennyson laughing flatly, "We'll figure it out later, let's get moving."

"Right," Thumbskull flinched, and started the trunk.

:::::

Ben swerved between tents, and mindlessly laughing audience members. He even waved his hand in front of the one guy's face, he received a momentarily puzzled glance before the man got back to laughing and working. Then he spotted Acid Breath. Ben dove behind a stack of crates before peering back out. Acid Breath was talking, rather heatedly, with the ringmaster. Unfortunately, heated was not the same as loud. "Perfect job for Ghostfreak," Ben might have to rename that one now, he twisted fruitlessly at the red face. "Come on, work," he frowned at the device. No point in beating a dead horse, Ben peered out at Acid Breath and the ringmaster. The laughing audience members were walking right past. They also didn't know that he was Wildmutt.

Ben grinned, then with a dead-eyed stare started laughing. He took a crate from the stack he'd been using to hide and followed the nearest "worker".

"We can't wait here all night for you to find some kid," Acid Breath groaned.

"Nine years old, brown hair," the ringmaster said casually, "boss says to load 'em up."

"I know that's what the boss said, but you're taking too long! Can't just grab some random kid," at that Acid Breath caught Ben by the shirt and dragged him over, "you want us to line them up one by one so you can get a good look at them?"

"Nope, that's the one I'm looking for," the ringmaster said in the same friendly tones he used to announce the sideshows.

"Great… pack him up and get back to what you're supposed to be doing," Acid Breath threw Ben towards the ringmaster and huffed away.

It took a moment to dawn on Ben that he'd forgotten to keep laughing. Acid Breath hadn't noticed, but the ringmaster didn't seem to care, just pushing him along towards the truck that was currently getting loaded. Then it dawned on Ben, "Hey! I'm not nine, I'm ten!"

:::::

Kevin swerved between tents, and mindlessly laughing audience members, tailing Frightwig. She came with a lovely set of metal weights to absorb. After a few minutes of tailing her he saw his opportunity.

All she felt was a soft tug on her hair, then a right hook. Dazed and disoriented, she lashed out as Kevin circled around and even slipped under her legs. Her pupils shrank in fear as she teetered and hit the ground, having tied herself in her own hair.

"You little brat," Frightwig snapped ferociously.

"The clown said he wanted to bring along some friends of mine, where are they?" Kevin lifted the woman to a sitting position and raised his fist.

Frightwig laughed, "Is that what this was about, they're long gone, Zombozo left with the first load the moment we got back."

"Where is he taking them?"

"Jacksonville," Frightwig said, "but take my advice, kid, don't follow him… not unless you plan on joining up…" Frightwig took a long speculative look at the boy in front of her. "You've been down that road before..." now Kevin flinched, and Frightwig smiled, "It's not bad y'know, great payday, almost no risk. In a week they won't even remember we were here. Zombozo's insane, but us freaks… it's almost like a real family."

By now the slight trembling was in Kevin's hand. He had to keep reminding himself that he had a mother who cared. Maybe she couldn't protect him from the names they'd call him… but she cared. The Tennyson's… Max probably hated him by now. Gwen was definitely suspicious, and bossy, but she didn't rat him out. Ben was his friend… but… not the kind of friend who'd try to keep contact… it was a friendship of convenience that wouldn't outlast the summer.

"Don't worry too much about it," Frightwig said softly, her hair wriggled, and Kevin leapt back, but then she rolled one of her hair weights free from her hair towards him. The free strands incorporated themselves onto the remaining four. "I'll see you in Jacksonville."

Kevin was terrified, but once Frightwig had disappeared he grabbed the loose weight off the cement before he raced away.

:::::

Something was seriously wrong in the ringmaster's head, somehow he went from treating Ben like a piece of luggage to sounding like he was talking to a five year old. "Hey short-stack, sorry you missed the show, but maybe we'll come back next summer," yet still manhandling the brown haired boy.

"Dude, what is wrong with you?"

"Ha ha, no one said circus folk had to be normal."

"Let go of me!"

Now the ringmaster stopped, twitched, and then kept going. That's when a soft beep alerted Ben that the watch was done charging. There was a flash of green light.

One large brawny red arm reached around the ringmaster and pulled him off. "You seriously need some therapy or something," Fourarms lifted the ring master from the ground before bringing his other fist solidly into the guy's face, sending him crashing into a wall.

That should've been the end of it. That was enough to knock a guy unconscious, but the circus announcer lurched back to his feet. Fourarms blinked in confusion, letting out a small "Huh?"

"Where'd that kid go?" the ringmaster asked.

"What?"

"Brown hair, nine years old."

Fourarms growled in rage before swinging his fist again, "I'm ten!"

This time the ringmaster collided with the side of the trunk accompanied by a metallic crunch. "Ah geez, I didn't mean to hit him that hard." The ringmaster lurched to his feet again, and Fourarms' eyes widened at the spark that shot out from the peeled back portion of his face and the freshly exposed mechanics underneath.

"Whoa," Fourarms blinked, before smiling and cracking his knuckles. Now his punching bag was conveniently guilt-free.

:::::

Kevin leaned up against the rust bucket, still shaking. As much as he didn't want to admit it, Frightwig's offer was tempting. This summer, it was nice, but it had a deadline. Max Tennyson certainly wasn't doing much teaching after the thing with alien probe. Besides, all the trouble he'd brought them, they might be better off. He'd find a way to stay in contact with his mother. The weight from Frightwig's hair felt disturbingly comfortable in his hands. It was light but strong, the odd metal easily slipped over his fists like a second skin. It was easy… like electricity.

"Kevin," Fourarms grunt voice made the boy jump and drop the weight, until he saw who it was climbing over the side of the RV.

"Could you maybe not scare me like that?"

"You're never going to believe it, the ringmaster's a robot!"

"Seriously?" Kevin quirked an eyebrow.

"Yeah," the watched timed out, "For some reason he singled me out."

"Really, a muscular twelve foot guy stuck out of the crowd?"

"No, he picked me out as myself. Actually, until I was punching him, he was pretty much ignoring me as Fourarms. He tried to pack me or something, and I was thinking the same thing might've happened to Grandpa and Gwen."

Kevin leaned to the ground and picked up the hair weight, tossing it up into the air like it was a baseball. "If that's what happened then it's probably good that I asked where they were heading."

"Awesome!" Ben looked down at his watch, "We just have to wait for me to recharge… again."

"Well I had an idea about that," Kevin swung open the RV door.

"How?" Ben followed and then spotted Kevin scooting under the driver's seat. It looked exactly like a scene in an action movie. "You know how to hotwire a car?" Ben's eyes were bright as Kevin was upside down under the dashboard of the rust bucket.

"Well… sort of…" Kevin squirmed slightly from the pang of guilt. He'd stolen lots of cars with the old gang, he didn't actually hotwire them, he just had to move a little electricity. Right now he was too nervous to touch the wires. The old Kevin wouldn't have to think twice about Frightwig's offer. He could hotwire manually, at least he'd been taught how to. Whatever he chose, he had to get the rust bucket started in order to get to Jacksonville. He traced a familiar looking wire, and he could feel the pulse of the current through it. Even without absorbing any electricity he could tell it was there, just like when he touched Gwen.

The engine roared to life and Ben pumped his fist to celebrate what he perceived as a victory. Kevin crawled out from underneath but avoided eye contact, adjusting the driver's seat and pulling into gear. "This is so cool," Ben pulled on his seatbelt.

:::::

Zombozo's circus was setting up just beyond some trees as the rust bucket rolled to a stop. The main tent rose from the nearly empty lot ominously. "I can do this," Ben assured himself like a mantra, "just a guy with a red rubber nose and big shoes, nothing my aliens can't handle."

"And a giant evil laughter vacuum."

Ben shuddered, "Sure, you just had to bring that up?"

"Also, his rubber nose is blue, not red."

"Alright, can we just go beat up on the guy already?"

Kevin smirked, "Let's go trash that clown."

This time Ben led the way through the thicket of bushes that encircled the big top. "This is so cool," Ben couldn't help himself, "we should become super spies."

"That's a great plan," Kevin said sarcastically, "because your alien super heroes are great the stealth department."

"Not all of them but Ghostfreak," Kevin flinched, "sorry. Not using the f-word."

"Yeah, that would be nice."

"That means I'm gonna have to rename my alien form… Ghost…" Kevin's hand clamped over Ben's mouth. The Levin boy pointed out the hulking bruiser that was Thumbskull lumbering past, leaving the big top. As the goliath disappeared Kevin loosed Ben, "I wonder what he was doing under the big top."

Probably setting a trap, Kevin figured, it was stupid and reckless, "Let's check it out." However, walking into a trap wasn't necessarily a bad idea. The clown might reveal himself, and Zombozo had no idea what Ben could do. So far, walking into the traps had been the only thing that had paid off for them.

Kevin and Ben entered the big top, and the hall of mirrors that had been set up there. "I don't think this was here before," Ben said nervously, stopping when Kevin bumped a glass wall of what had seemed like an empty corridor.

"Hey kid," Zombozo's voice reached him from every direction, sounding mad, "the invite was not plus one."

"Where is my family?" Ben demanded.

"Your family? Well, well, well," Zombozo said. Kevin saw Zombozo's face in the mirror, coming out of every mirror, "What does that make you sunshine?" Ben leaned against his back so he was seeing it too. Kevin was feeling dizzy, colours and shapes swirled before his eyes like some psychedelic acid trip.

"Aw, little baby is shaking in his boots," Kevin noticed the tremor in the boy behind him, "Why didn't you bring your dumb mutt instead of this clown?"

"Have anything that's good with illusions," Kevin whispered in Ben's ear.

"My ghost alien, maybe."

"Out of sight," Kevin said, then pronounced loudly, "Get out of here Ben, this clown is mine."

"Great idea, disappear kid," Zombozo confirmed, and Ben raced away.

"Alright, Zombozo, what do you want?" Kevin moved slowly through the mirror maze that was becoming more and more like a bad nightmare, arms seemed to leap off the walls towards him.

"Only what any clown worth his floppy shoes wants, to make people laugh; and then drain of their positive energy like a sponge at a pool party. Is that so wrong?"

"Yeah, pretty sure it is," Kevin said, but with a dark knot in his stomach, secretly wondering if he could do something like that too.

"Well, what's your story, morning glory? Something weird happen, turn you into a freak," Kevin flinched, "or were you just born that way?"

"I'm not a freak," Kevin shook, heading through a twisting corridor that felt like he was going up and down at the same time.

Then a spring board, a burst of flame, a trapeze that Kevin missed, but something was holding him.

"I've got you Kevin," a rasping whisper met his ear.

"Ben?" he asked softly.

"Yes," they dropped down to a web, the trapeze net, but with Ghostfreak's powers they passed right through.

"How did you do that?" Zombozo demanded of Kevin as Ghostfreak landed him gently in centre ring. The clown stalked across the room, and Kevin could feel Ben shudder behind him, although the ghost remained invisible.

"Where's the machine that you use to suck the energy out of your audience?" Kevin asked.

"Ooo, wrong question," Zombozo replied, the Psyclown was lit with a spotlight, the wire from it attached to Zombozo, and the clown let out a wicked grin.

Kevin felt Ben pull back. He reached for the metal girders that held up the trapeze, filling his fists, "Bring it!"

The wire coil wrapped around Kevin squeezing him like an anaconda. "Now, why would I hurt you? I'm always looking for extra hands to join my freak show."

Kevin could feel the energy that moved through the wire. Nothing like electricity, though Kevin felt sick at the thought of using it. The gems rippled with the energy, like souls travelling through them. It was Gwen's energy… her laughter; it was wrong, just wrong.

"You wanna see a freak?" Ben's rasping alien voice filled the room.

"What?" Zombozo whirled around as Ghostfreak came into view, floating next to the machine, holding a metal pipe. Ghostfreak had a surprising amount of upper body strength for being non-corporeal, smashing the largest gem of the machine. The whole thing burst in a small explosion. The gems shattered, including the ones that Zombozo wore. The energy left the chord, and it loosed Kevin.

"Spotlight's out, clown," Kevin said, and punched Zombozo with his steel fist before letting the energy drain out.

"I hate clowns," Ghostfreak said.

"Yeah," Kevin confirmed.

"Kevin, behind you," Ghostfreak rasped, as Thumbskull picked the boy up.

"I- I don't know what you are," Thumbskull said nervously, "but come anywhere near me, and I'll break the kid in two."

"Not gonna happen," Ghostfreak pulled back his curtainous skin and let his insides quiver in full sight of the circus freak.

Thumbskull promptly dropped Kevin and bolted. The watch timed out and Ben turned back to normal.

"Hey Ben," Kevin said, shaking slightly himself.

"Yeah?"

"Don't change the ghost's name; that was totally freaky," Kevin acknowledged with a smile. His powers were nowhere near as freaky as that was, the people who called him names had no idea what they were talking about.

Ben smiled.

:::::

Gwen put on the clown mask, and snuck up behind Ben's chair. "Boo!" she said making the boy flinch.

"Gwen!" Ben snapped.

"Spider," Kevin said, making Gwen flinch.

"Hey, it's not fair if you two team up on me," Gwen snipped.

A/N: Made up word of the day: curtainous. That's the episode. I hope you liked it. Review if you can, because it means a lot to get them. Lucky Girl is the next episode, so stay tuned, lol.