As Blitswolfer and Miharu moved along through the train yard creepy clowns kept jumping out being knocked back by Mihaur's hair Tentacles as she screamed!

Blitswolfer knocked them away with a sonic howl as he said, " keep it together Miharu! And be gentle this are people under the clowns control! ….. we'll have to save them!"

He then came to a freak show train car that had a tank and in it float Gil! In a moment he hit the dial and became brainstorm again as he said " come on gill let's see what you fear!"

in side Gill's mind!

He was lying in a desert no helmet drying up gasping for breath he was baking in the sun.

Flies and birds where buzzing over his head when Water hit him. He then saw Waterhazard as he helped the fish man to his feet and kept hitting him with water, " Don't worry man I got your back!"

Gill smiled, "thank you!" in a moment Gill wake up as the tank broke freeing him.

Gill held his helmet and got up "Well this was a nightmare!"

In a moment Brain storm timed out and looked at all the defeated clowns. As he said, "Tell me about it!"

Gill saw Miharu and asked, "Who's she?"

She looked Confused and Akihsia simple said, "She's a friend! Now come on let's find Jackson or Holt, Deuce and Clawd! We need to free them and get you guys out of here!"

Gill spotted an animal car a way ahead, "I think I know where Clawd is!" they all then ran off as Miharu used her pig tails to knock away clowns that kept jumping out, "Why won't they stop! GO AWAY RED NOSED DEMONS!"

Meanwhile in the big top!

Gooliope was hanging in a cage as Zombozo then said, "Really really? I lay low realizing what a mistake coming here was and now you and your idiots bring the boy here! Well I'm just going to have to hold a gun to your head to keep him away!

A machine then connected his metal tentacle to his back and moved him up to look her in the eye, "I need fear to live so I keep all I capture in a state of pure fear that robs them of humanity and gives me control of them! Amazing won't you agree!"

Gooliope screamed, "YOUR MAD!"

Zombozo laughed and said, "Why yes I am Don't you forget it! Haahahahaha! Wait you are not scared I'm a demonic undead cyborg clown straight out of hell! And you are not scared?"

Gooliope crossed her arms, "you vs Kid who can turn into anything! my money is on him!"

meanwhile in the animal train Clawd was In a cage moving around and growling like an animal.

Gill screamed as he said, "What did he do to Clawd!"

Akihsia was turning the dial and said, "made him too scared to think so he runs on instinct I don't think I need Brainstorm for this!" He then became Whampire.

He then looked to feral Clawd in the eye

Akihisa's eyes glow as he used his hypnotic powers " Clawd it's me Akihsia Looking in to my eyes remember how much it upset you your sister is in a harem relationship with me! Remember your love for Draculaura! Remember who you are! Remember your family your friends! Remember them and use that to beat down the fear and get the hell a hold of yourself!"

Clawd stopped growling as akihsia said, " that's it beat the beast of fear and get back into the driver's seat!"

in a moment Clawd broke the cage door down and said, "I AM NOT AN ANIMAL I AM A WEREWOLF!"

Whampire smiled and held out his hand, " welcome back my friend!"

Clawd shock it and said, "I don't like you for dating my sister but I won't want anyone else to have my back."

Akihsia then timed out and said " I know Clawd my friend I know! Ok now we need Deuce Jackson slash holt and heath!"

Claw put his hands on his hip, " do we need to save health!?"

Akihsia slapped him and said, "not cool! He may be annoying but he's our friend! We need to get all of you guys out of here so I can handle the head clown!"

everyone then screamed.

Miharu was shaking, "why would you do that?"

Akihsia held the omnitrix up, " if I don't stop him he'll keep doing this keep taking people treating them as objects and making people into those freak clown minions things! He needs to be stopped and this is the only thing that can!"

a wall then melt as a guy with a deformed mouth bolt head in the same outfit as Thumbskull walked up and breathed acid at them making everyone jump back!

Gill Gasped, " Is he breathing Acid!"

Miharu screamed and her hair hit him in the crotch making him fall over where Clawd kicked the back of his head knocking him out!

Clawd and Miharu high fived as he said, "nice team work! You know this super hero thing isn't so hard after all! Now come on let's go save our friends! Sorry for stealing your thunder Akihsia but this is a rush!"

Akihsia nodded and said, "it's ok"

They all then ran out and Clawd sniffed and said, " I smell snakes and stone I got Deuce scent!" they then ran off to find Deuce tied to a dunk the guy both his eyes covered by bandages as the sign said, "Dunk the gorgon."

Gill then yelled, "Man Cleo wants you!" nothing happened so Akihsia became brainstorm. And in a moment he used a spark to go into Deuce mind.

in his mind he was in a big top fused with the school looking around without his shades everyone was a statue and he was crying.

in a moment a pair of crystal sunglass were put on his face as he saw Clockwork who was firing time rays turn the people back as he said, " Don't worry man I'll just turn back the clock a day to fix this!

Clockwork said, "Don't' worry I'm your friend I'll happily help you fix your mistakes and slip ups. I'll even turned back to clock to save your pet dragon when this is over buddy!"

in a moment Deuce was awake as the rops where cut by Clawd who hand him sun glasses.

Deuce uncovered his eyes they were closed as he put the shades on. And Akihsia said, " and I mean what I said about helping you save your dragon!"

in a moment the Gorgon walked up to a timed out Akihsia and hugged him tearing up, " I would like that a lot my friend!"

Akihsia then hugged back and said, "ok now enough man I need to change!" Deuce then backed off and slammed down on the dial becoming Wildmutt and he sniffed before running off with the others following.

To be continued

Transformations unlocked and used counter!

Heatblast(3)., Fourarms (1) Upgrade(2) xlr8 (1) Greymatter (2) Ghostfreak(1) Diamondhead(1) Stinkfly(1) Wildmutt(1) Ripjaws (1). Way big!(1), Upchuck(1), portaler(1) , Cannonbolt (1), snare-oh(1) Frankenstrike(1) Blitzwolfer (2), eye guy (1) wildvine(1), Arctiguana(1) Swampfire (1). Big chill (1). Whampire (2) Brainstorm(6). , Echo echo(!) Humungousaur(1), Jetray (1). spider-monkey(1) Goop(1) Chromastone(1). Lodestar(1) Rath(1) Nanomech(1) Jury-rig(1) Buzzshock(1) Feedback(1). Toepick(1) Atomix(1) Graveattack(1) spitter(1) Waterhazard (2) Astrodactyl(1) Amphibian(1) Armadrillo(1) Terraspin(2) NRG(1) Clockwork(4), ball weevil (1) Shocksquatch(1) And Gutrot (2).

Omake.

Acidbreath was getting up, "What hit me!?" he then looked up to see the full moon in the sky, " oh….. Werewolf on turbo! Fuck! The boss isn't going to like this!"

he then walked out to see a forest of knocked out clowns, " as if this place wasn't scary enough!

he then walked past them as he said, "Don't touch me don't touch me Don't touch me you dang dirty clowns!"

he then saw thumb skull and said, "ho thumb head get a move on we got want ot be heroes to beat! And looks like one of us turned and joined them! I told the boss the girl wouldn't work out she wasn't naturally evil like us!

Thumb skull banged his chest and said, "Thumbskull ready to smash!"

end omake.