Last Laugh

I don't own Digimon or Ben 10

It was night time at the pier and two men were in a small rowboat under said pier. "Knocking over that caught was a piece of cake," One of them said and both of them laughed as one of them climbed a ladder up to the pier, the second one however looked into the water where he saw two green eyes looking up at him and he yelled as a webbed hand grabbed him and pulled him overboard, the second man looked over as Ripjaws emerged from the water and he screamed before climbing up to the pier and he ran away.

"Does he think he can escape from me that easily?" Ripjaws asked herself before she swam after the man and jumped out of the water and landed on the pier. The man backed up in fear as he bumped into a hot dog cart and he kicked it over and oil poured out of the cart and surrounded Ripjaws as a short circuiting cable dropped into the oil and set it on fire and Ripjaws was surrounded by fire and she gasped before she started to gasp. "Can't breathe,"

"Got to love an old fashioned fish fry," The man said as Ripjaws fell to her knees.

"Water, need water," She gasped and she punched through the pier and dived into the water and breathed in, the man smirked as he walked off only for Ripjaws to jump through the boards and grab him and she threw him into some cans knocking him out. Soon the man was being handcuffed and taken away by the police.

"You know, I don't care what everyone says, you circus freaks are alright," A policeman said too Ripjaws.

"Circus freak, I'm no circus freak. I'm a superhero," She told him before jumping into the water.

"Hmm, looked like a freak to me," The cop said.

"Now what do we do?" Daisuke asked back in the Rust Bucket as it drove along the road.

"Zombozo's travelling circus of laughs? Cool!" Gwen exclaimed as she read a sign on the side of the road.

"I haven't been to the circus since I was a boy, sounds fun. What do you guys think?" Max asked them.

"I love the circus!" Gwen said happily.

"That' because you belong in one," Ben grumbled making Gwen frown.

"I've never been to the circus, let's go," Veemon said.

"Nah, a circus is for kids," Ben said.

"Hello, what're we?" Daisuke asked him concerned at how Ben was acting.

"Besides its pretty late," Ben said yawning.

"Ben, its elven o'clock in the morning," Max informed him.

"Okay. Fine by me! Alright if you guys want to go and see some stupid circus, fine." Ben snapped making Daisuke even more worried. The gang soon arrived at the circus and were heading to the main tent.

"Looks like the entire towns turned out for this show," Max said as Daisuke saw Ben looking at pictures of a clown with a blue nose white skin and atop hat and he shivered.

"It's probably sold out, we're just wasting our time," Ben said with a nervous smile.

"Step right up and see the spectacular freak of nature, whose strength knows no bounds. Thumbskull a ringmaster said as a large man with pale skin walked out carrying a long pole which he then proceeded to bend into a U shape before he tossed it into the air and it was caught by a tendril of hair. "And presenting Frightwig, when this beauty lets her hair down, there is no telling what will happen," The ringmaster said as the woman used her hair to bend the pipe even further. "And last but not least, the freak whose unique skill is as vile as his attitude, Acid Breath," The ringmaster said as a third person with a mask over his face walked into view before he removed the mask and breathed onto the pipe and it melted instantly.

"Gross," Gwen said, ben meanwhile had snuck off and he peeked into a tent and his eyes widened.

"Howdy folks, are you ready to laugh? Perfect you're gonna knock them dead," A clown who was obviously Zombozo said and his tongue waved around and Ben backed up in fear. He then bumped into someone and he screamed.

"Whoa, Ben easy," Daisuke said being the one he bumped into.

"Don't do that," Ben said clutching his chest as his heart went a million miles a minute.

"Are you okay Ben?" Daisuke asked him.

"What're you talking about?" He asked her.

"Ever since we decided to come here you've been acting strange. Are you scared of the circus?" Daisuke asked slowly.

"What gave you that idea?" Ben asked defensively.

"The fact you're sacred of a clown," Daisuke answered and Ben gulped. "I won't tell anyone. Besides we all have something we're afraid off," She told him.

"Hey you two hurry up, the show is starting," Max called to them and Ben and Daisuke followed Max and Gwen into the tent where the ringmaster was in the centre of the arena.

"Ladies and gentlemen, children of all ages. The circus of laughter is proud to present to you, the Sultan of Smiles, the Crown Prince of Chuckles, the Grim Tickler himself. The star of our circus….Zombozo the Clown!" He shouted as a small clown car drove into the arena and Zombozo stepped out and the crowd applauded and laughed except for Ben. The clown car drove off and it turned to face Zombozo and started to rev its engine and Zombozo took out a red cloak and the car drove towards the cloak only for it to turn into confetti making the crowd laugh harder.

"If you love clowns, then this is the place to be. You're gonna die laughing, that's a Zombozo guarantee," Zombozo said as a light shone on a giant machine.

"I gotta go….get some popcorn," Ben said quickly before he ran off.

"Is he alright?" Max asked.

"I don't know. I'll be back," Daisuke said and she ran after Ben.

"I was never very good at math, but I do believe I have you undivided attention," Zombozo said. "Now how about some volunteers?" He asked as the crowd laughed. "Ah…so full of life. For now," He whispered the last part. Ben panted heavily as he ran out of the tent.

"There is nothing funny about clowns," He said.

"So I was right, you are scared of clowns," Daisuke said and Ben looked over at her, but before he could reply both of them heard smashing nearby and they headed towards the sound and saw the three circus freaks standing in front of a jewellery store window.

"The freaks are felons," Ben said quietly as they saw Thumbskull grab the jewellery, Acid Breath breathed onto a car and melted it and he ripped out the radio. Frightwig used her hair to rip out an ATM.

"Payday," She said before she laughed.

"Time to play fetch," Daisuke said and Ben nodded as he pulled out the blaster he got from Tetrax and it activated just as Daisuke slammed down on the Omnitrix and turned into Wildmutt, she then jumped onto the car roof and roared at Thumbskull.

"Good doggie, down boy," He said backing away from Wildmutt.

"Actually, it's a girl," Ben said before he fired his blaster at Thumbskull sending him flying, Wildmutt meanwhile jumped at Acid Breath and tackled him before she swatted Frightwig away. Wildmutt then ran to the clown car and tore it open sending the stolen goods flying.

"That's our stuff!" Thumbskull shouted.

"No mutt and brat are stealing my loot, get them!" Acid Breath shouted.

"Bring it," Ben said as he aimed at Frightwig and blasted her back while Wildmutt took out Thumbskull and Acid Breath again.

"Don't stand there like a sore thumb. Get the boss!" Acid Breath shouted at Thumbskull who ran off to get Zombozo who was standing in front of a laughing crowd.

"Laughter is the best medicine, for me," Zombozo said as he was now hooked up to the machine.

"Uh…excuse me boss. Excuse me," Thumbskull called to him and Zombozo glared at him.

"How many times have I told you to not interrupt me when I am feeding?" He asked.

"We ran into some trouble," Thumbskull said and Zombozo's gaze hardened, meanwhile Wildmutt had pinned Frightwig and Acid Breath to the ground before Zombozo appeared in a cloud of confetti and Ben gasped and started backing up.

"Dai!" He shouted and Wildmutt turned and roared at Zombozo.

"So I heard you're full of tricks mutt, let's see if you can play dead," He said before he kicked Wildmutt in the face sending her across the ground and she crashed into a metal beam.

"Get back," Ben said nervously as he fired his blaster but he missed Zombozo who turned on Ben and started to laugh and lick his lips. Wildmutt saw her friend in danger and she charged and tackled Zombozo sending him to the ground.

"Darn mutt," He grunted before he kicked Wildmutt off and she landed on her feet in front of Ben, she then turned and roared at him.

"What? I'm not leaving you," Ben told her but Wildmutt growled at him and Ben hesitantly ran off leaving Wildmutt alone and she ran at Zombozo and the freaks but Zombozo kicked her in the head and Frightwig wrapped her hair around her and slammed Wildmutt into the ground before Thumbskull punched her repeatedly and Wildmutt rolled across the ground before turning back to Daisuke who groaned in pain.

"That mutt was a girl?" Thumbskull asked confused and Zombozo picked up Daisuke by her collar.

"Well, let's see if we can't make her laugh," He said before laughing madly and vanishing in a cloud of confetti and the freaks headed back to the circus while Ben watched from behind a car.

"No….Dai….damn it! How could I let this happen!?" He shouted at himself punching the ground in anger, Ben then ran off and headed back to but he saw the circus tent had disappeared and everyone was walking around laughing. Ben then saw Max sitting on some steps chuckling. "Grandpa," He said running over to him and Max looked at him.

"Oh Ben," He said chuckling. "Where'd you go?" He asked.

"Where'd I go? Where'd the circus go?" Ben asked him.

"I'm not sure. I remember we were laughing. It was so funny," Max answered chuckling before he slumped.

"Grandpa, what's wrong?" Ben asked him.

"I just feel glum," He answered.

"Then why're you smiling? Wait, where's Gwen?" Ben asked worried. Meanwhile Zombozo and Thumbskull were in a truck leaving the town.

"Did you pack me a snack for the road?" Zombozo asked and Thumbskull pulled a curtain back to reveal several kids from the circus, including Gwen who were all laughing and Daisuke was tied up and unconscious and Zombozo grinned evilly. Not far behind them the Rust Bucket with Ben, Max and Veemon inside it were in pursuit.

"So you're telling me that you let Daisuke get captured?!" Veemon asked Ben angrily who nodded slightly.

"Yeah, it's all my fault. I should have done something," He said regretfully. "But if Zombozo captured Gwen, then Daisuke is gonna have to be with them,"

"Don't worry…we'll catch that clown," Max said.

"Yeah. Who'd be afraid of a stupid clown?" Ben asked looking down at his shoes.

"Ben, what's wrong?" Max asked him.

"I'm afraid of clowns. They just freak me out," Ben answered. "Man, I'm such a loser," He groaned.

"Everyone's afraid of something Ben. When I was a boy I was afraid of heights, so enough was enough and I climbed to the top of the water tower. Sometimes you need to scare the fear away," Max managed to say before he passed out.

"Grandpa!" Ben exclaimed in worry as he and Veemon took control of the Rust Bucket just as it smashed through a barricade and started to head down the side of the mountain.

"This isn't good!" Veemon shouted as he and Ben saw a sheer drop ahead of them.

"We need an anchor, fast!" Ben told him and Veemon nodded in agreement, Ben then flipped a switch and the awning unfolded but it snapped off once it hit a tree. Ben then turned the wheel of the RV and stepped on the brakes which caused the RV to turn and stop just before it went over the drop. "Phew," Ben sighed in relief.

"That was close," Veemon said.

"Grandpa, are you okay?" Ben asked Max.

"So sad. So very, very sad," He said.

"What happened inside the big top, what happened after Daisuke and I left?" Ben asked him.

"Ben, I think Zombozo does more than rob people of their possessions, it's like he sucks the happiness out of them until there is nothing left," Max told him.

"And he's got Gwen and Dai!" Ben said worried. Ben and Veemon soon made their way to the circus's new location and they saw the trio of circus freaks carrying crates.

"What do we do?" Veemon asked as Ben pulled out his blaster and he looked at it, he then started to fiddle with the Omnitrix symbol that was on the side of it. "This isn't the time to be tinkering with your blaster Ben," He told him a bit too loudly.

"Sounds like someone wants to see the show early without buying a ticket," Frightwig said and Ben glared at Veemon before both saw the freaks approaching.

"V-HEADBUTT!" Veemon shouted jumping from behind the crate and he slammed into Thumbskull sending him to the ground with a thud.

"What is that?" Frightwig asked.

"Let's get it!" Acid Breath told her but before he could act Ben fired his blaster and when it hit Acid Breath he was electrocuted and collapsed twitching.

"That's new," Ben said looking at his blaster, Thumbskull threw Veemon off him and he picked up a crate and threw it at Veemon who rolled out of the way just in time. Ben then blasted Thumbskull and then Frightwig and both were electrocuted and fell to the ground unconscious.

"Nice work," Veemon told him and Ben nodded as both headed towards the tent.

"You can do this, it's just a stupid clown. Nothing to be afraid off," Ben said to himself as both entered the tent and found themselves walking through a hallway line with mirrors.

"Hiya son! Something tells me you'd be a barrel full of laughs," Zombozo's voice echoed, Ben and Veemon ignored him and kept walking only to bump into a mirror and Ben's reflection turned into Zombozo. "Hey Mr Serious, how about a smile?" He asked Ben who backed up only to see multiple reflections of Zombozo and he ran off and Veemon followed him. "Are you here for that mutt? Well look no further!" His voice shouted as a light turned on showing Daisuke tied up and hanging above Ben and Veemon.

"Dai!" Ben shouted making Daisuke look down at him and Veemon and she managed a smile, Zombozo then appeared and Ben saw an image of Gwen inside an orb on Zombozo's hat laughing and becoming wrinkled and frail. "What do you want?" He asked Zombozo who snapped his fingers and the machine from before appeared and tube shot into Zombozo's back.

"Only what every clown who is worth his floppy shoes wants," He answered. "To make people laugh, then drain their positive energy like a sponge at a pool party, is that so wrong?" He asked.

"And that's the machine that lets you do it?" Ben asked.

"I call is the Psy-Clown, clever, eh? Soon I'll be taking my act to the big cities, millions of people laughing for me, feeding me, making me stronger," Zombozo said.

"I want my cousin back!" Ben shouted.

"Cousin? Didn't you hear?" Zombozo asked him. "She ran away with the circus!" He told Ben as a light shone down on Gwen and both Ben and Veemon saw Gwen on the ground all wrinkled up and heard her laughing weakly.

"No…." Ben said before he glared at Zombozo, he then slammed the Omnitrix symbol on his blaster down and the blaster encased Ben's hand before it covered the rest of his body leaving him in an Exo-suit with a blue visor over his eyes and the Omnitrix symbol was on his chest.

"Sorry kid, but I seel tricks I don't buy them," Zombozo told Ben.

"Trust me, this is no trick," Ben responded before he kicked Zombozo in the chest sending him into the air surprising him, Veemon and Daisuke. Ben then jumped up to Zombozo's level and he punched the clown down to the ground. "If there's one thing I'm afraid of more than you, it's losing my family and friends to an energy vampire. In other words….you're going down clown!" Ben then punched Zombozo in the nose and this sent him crashing into his machine which exploded releasing all the positive energy from it and everyone who was affected by the machine including Gwen who groaned before sitting up.

"I'm warning you to back off," Zombozo told Ben as he pulled himself out of the machine.

"Or what?" Ben asked before he delivered an uppercut to Zombozo sending him skyward before he crashed into the ground and he looked at Ben in fear. "Don't tell me you're afraid of little old me….Boo!" Ben shouted and Zombozo exploded in a shower of confetti. "That was creepy," Ben said before he looked at Daisuke. "You alright Dai?" He asked her.

"Oh you know, just hanging around," She replied with a grin and Ben chuckled. "Now, get me down," She told him and he nodded and he held his arm out and a small tool appeared from his forearm and he fired it at the rope holding Daisuke in the air and it snapped and Daisuke fell to the ground only for Ben to catch her bridal style making her blush. "Thanks,"

"Anytime, after all I am a knight in shining armour now," Ben said making Daisuke and Veemon laugh, Daisuke then pecked Ben on the cheek making him go bright red as his Exo-suit retracted back into his blaster.

"Where's that popcorn?" Gwen asked groggily making Ben, Veemon and Daisuke laugh again. Soon the RV was driving away from the circus as the police were arresting Thumbskull, Frightwig and Acid Breath.

"You alright Uncle Max?" Daisuke asked him.

"Happy as a lark," He replied. "Nice work Ben, seems you conquered your fear of clowns," He told Ben who was sitting next to Daisuke at the table.

"Looks like it," He said as Gwen jumped up wearing a clown mask. "Oh, hi Gwen. Trying on some new makeup? That's a good look for you," He told her.

"You're no fun anymore," Gwen grumbled pulling the mask off as the RV drove away.

The end of the chapter