As Freakshow was watching the enjoyment of the other heroes battle his army, a scared Melody ended up flying past his face.

"Another challenger, huh?" Freakshow asked, as she started attacking Freakshow in the face with her beams, still looking frightened.

"How's about I fight your beam, with my beam?!" Freakshow started firing his gauntlet at Melody, who quickly dodged each of the beams that were fired inches away from her.

"I gotta get that metal glove off of him!" Melody said, as she flew closer towards the gauntlet. All of a sudden, she was attacked by a giant monstorous pterodactyl, which sent her plummeting towards the ground. Brad saw this from far away, and called her name, running towards the crashsite. She was now a wreck, as the eagle quickly turned back into a spider, crawling towards the poor robot who couldn't move. However, Brad gave a battle cry, running into the giant spider, and dog piling it.

"NOBODY! WRECKS! MY GIRLFRIEND!" Brad said, hitting the shapeshifter with his laser gun. However, the spider, getting tired of being beaten, turned into a gargoyle creature, and grabbed Brad by the neck, pinning him to the ground while roaring at him.

"GET AWAY FROM MY BROTHER!" Tuck said, as the gargoyle suddenly turned into a mantis, scaring back Tuck. While the shapeshifter expected to scare away the child, he ended up getting hit by the child.

"Huh? What do you take me for, a wuss?" Tuck asked. However, the mantis then turned into a bowl of potato salad, in where a cream monster popped out of the cloud like food.

"AHH! IT'S THE POTATO SALAD MONSTER!" Tuck screamed. An annoyed Brad quickly kicked over the bowl. "Out of all the things to be scared of!" The shapeshifter then turned back into a spider, grabbing the two boys. However, a flying Sheen came down shooting at the spider.

"I'll save you from the Itsy Not So Bitsy Spider!" Sheen said, as the spider transformed into a giant fly, and hid behind a nearby bush. As the shifter went away, Brad ran to comfort a hurt Melody. Sheen then dropped near the bush.

"You are under arrest!" Sheen said in a deep voice. "Under the custody of Ultra Sheen, the spiritual appretience of…" Out of the bush, popped a life-sized Ultra Lord. "Hello, battle buddy!"

"Ultra Lord? You're really here!"

"Sheen, don't fall for it!"

"That's not…" UL fired two metal covers on both Brad and Tuck's mouths.

"Yes I am, and I am here to tell you…you are a disgrace to me!"

"What?!" Sheen said, as his smile immediately faded.

"You are the biggest moron I have ever met, and you smell like Robobeam's metal jockstrap!"

"No! Why are you telling me this?!"

"Because you deserve it, you stupid kid! You will never be a real defender of the galaxy! You will never be my sidekick!" As Sheen's jaw dropped, Libby immediately socked UL in the face with two laser swords.

"Sheen, don't listen to him! That wasn't Ultra Lord, nor will it ever be Ultra Lord!" The UL quickly turned into a roaring banshee.

"You impersonate Ultra Lord?! YOU MONSTER!" Sheen screamed, as he charged after the banshee.

"That's my idiot!" Libby happily said, as she quickly joined back with Cindy, who was helping fight the monster clowns.

As this was going on, Freakshow was watching the whole thing happily, until a ship started firing at his head. "WOULD YOU PEOPLE STOP SHOOTING LASERS AT MY HEAD?!" he roared. However, the lasers came from the flying Fenton Assault Vehicle.

"Look, it's Danny's parents!" Leni said.

"No, it's…Danny!" Lori said, inside the ship was a cheering Chloe. Tucker was activating the weapons on the ship, shooting another beam at Freakshow.

"The ghost child and his allies!" Freakshow said.

"Who else were you expecting?" Danny asked. "Another one of your illusions?" Danny fired another beam at FS, as the Fenton Assault Vehicle landed on the ground. Soon, an armored Sam and Jazz ran out, along with Dudley and Kitty. "Look out, Dimmsdale! You've got a new savior, and his name is Dudley!"

"And Kitty!" Kitty kicked a monster clown in the face.

"Cats and dogs fighting together?" Carl noticed.

"Mass hysteria!" Sheen cried out. "But I don't care!" Sheen immediately jumped on Dudley's back as he started running like a regular dog.

"Run puppy run!" Sheen shouted. "Hey, you're not wearing any pants!"

"What is it with you people with pants?!"

"I know right! They can't force us to wear pants!"

"I know right?!" Dudley said, as they both gave a happy cry charging into a monster clown.

Timmy and Chloe were the last of the gang to jump out of the vehicle. "You go help the others out!"

"What about you?!"

"I'm going to find Vicky!" Timmy responded, as he ran past the battle with the clowns.

"Wait, you can't go alone! Timmy, wait for me!" Chloe said, as she ran after Timmy.

Jimmy, Jenny and Dani were flying closer to the brawl between the two mechanical bodies, which were completely demolishing the city.

"We're not going to be able to stay still in Armagedroid's head if Zim keeps fighting him!" Jimmy said.

"And how do you expect to do that?!" Jenny said. "Ask Zim politely to stop fighting?"

Zim dodged a quick punch from Armagedroid, and then gave a very quick slap to the giant silver robot's metal face, making his left slide to the left. The robot slowly turned his head forward, and gave Zim's suit a hard slap to his glass dome, sending him spiraling out of control, crashing into the Dimmsdale school. Of course, the children who saw this were cheering for the giant tech suit. However, Armagedroid walked toward the giant suit, and before Zim was able to get up, the robot dropped his foot onto the suit, crushing it to the ground. Before Zim had the chance to use the control panel, Armagedroid then used his tentacles to break through the glass dome, and wrap up Zim, lifting him up to his chest.

"FAREWELL, INTERGALACTIC BEAST." Armagedroid said to Zim, struggling to escape from the tentacle. Jenny quickly sawed off the tentacle and pulled Zim onto her grasp.

"Put me down this instant!" Zim yelled, as he was being dragged on the ground.

"Sorry Zim, we need you for something more important!" Jimmy said. Dani quickly turned Jenny invisible, as Jenny was now flying towards the back of Armagedroid's head.

"WHERE ARE YOU ENEMIES? ARMAGEDROID WILL FIND AND ANNHILATE ALL OF YOU!" Armagedroid roared. Jenny and the four figures passed through Armagedroid's metal skin, as the four landed inside Armagedroid's head.

"Finally!" Jenny said, as she pulled out more of her weapons. "I've been waiting for this for the last few chapters!"

"Hold your fire, Jenny!" Jimmy said. "We aren't going to destroy him!"

"You still don't want to destroy him?!" Jenny asked. "If we don't blow up all of his head circuits now, he's going to kill us all!"

"He's not going to kill us, because he's about to be under our control!" Jimmy said. "Like I said, reprogramming him is another option! Zim, remove those covers off!" Zim jabbed his PAK legs through all of the covers. Jimmy started noticing the different boxes. "Limbs, weapon systems, the main computer!" Jimmy said. "All I need to do is…"

"MOVE OVER!" Zim said. "Armagedroid is MINE!"

"Why did I not see this coming?!" Jimmy asked. However, Jenny gave Zim a quick punch in the head, knocking him out cold.

"Luckily, I did." Jenny responded, as Jimmy began to use the main computer, which even had it's own keyboard. "This may take a few short minutes."

Meanwhile, Danny was still flying over Freakshow, avoiding his beams.

"I will catch you, naïve ghost child!" Freakshow said. "And I won't fall for any of your ghostly tricks!"

"Luckily, I brought reenforcements!" Danny responded. "Ones who love ghostly tricks! Tucker, release the hounds!"

Tucker, near the Fenton Assault Vehicle, released an Ecto filter, as pouring out of it came a little green puppy with black ears, panting happily.

"A dog?" Freakshow asked, followed by a laugh. "You expect me to be intimidated by a mammal smaller than my toe?"

However, the dog's eyes started to glow red, as it grew bigger, until it was the size of FS' entire foot.

"You're about to lose that toe!" Tucker said, as the dog bit FS foot, which made him scream in pain. "My shoes! My perfect show shoes! GET OFF!" FS said, as he started running in pain, jumping over yards and houses. "Get this filthy mutt off of me!" he screamed, trying to shake the dog off his foot, but he ended up slipping on the ground.

"Hey, look at the funny giant hobo! He's getting mauled by a dog!" A kid said, as the ones around him started to point and laugh at him. "At least I'm getting the spotlight!" FS said with a smirk, as the dog dragged his feet.

Meanwhile, as the shapeshifter was busy fighting the rest of the kids, he quickly saw Danny, and transformed into a black spirit, chasing after Danny in the air. Sending him falling down, Danny looked to see what it was. The black spirit formed into an old enemy, with white flame hair, blue skin and sharp teeth.

"No." Danny said.

"Here's to round two!" Dark Danny said, as he tried punching Danny.

"This can't be real! Clockwork had you locked up!" Danny responded, as Dark Danny held Danny by the neck. "When this is over, I'm going to finish what I started, and get rid of your family, your friends, and your beloved city, forever!" He gave an evil laugh, as Danny fought back by giving his super sonic call to the ghosts' face. DD ended up screaming in pain, as half of his face was blown off, revealing four small red eyes.

"Wait, you're not me!" Danny said.

"No, but I'm all of your worst nightmares!" DD said, as it rammed into Danny, who quickly turned invisible to dodge him.

Back on the ground, the battle was still going strong, as Kitty and Cindy were using their kung fu on the enemies as they were next to each other. In another area, Lily was inside her little ball, knocking out the clown enemies in the head, while having a fun time bouncing in the air.

As more clowns were about to charge at the gang of kids, a bus blocked the two. The bus' doors opened, and Ren was kicked out of the bus. "AND STAY OFF!" the driver yelled. The, out stepped the rest of SB's gang.

"Whoo! Those two hours felt quick!" SB said. "Thanks, Mr. bus driver sir!", as the bus left the area.

"Spongedude! You made it to the party!" Luna cheered.

"Luan! Lola! Lana! You're alive!" Lori said.

"Ooh, a party! I love parties!" SB said, as he turned around, seeing the monster clowns staying still, looking confused.

"Yay! A clown party!" SB said. "But these are some scary looking clowns!"

"Spongebob, I think we're caught in the middle of a big brawl." Sandy whispered in his ear.

"Oh. A brawl." SB said, still with the smile on his face. "Well in that case!" SB dove into the air, chopping the shapeshifter. This continued the fight, as the rest of the friends on the bus started to help fight.

Danny flew past SB. "Glad to have you back, Sponge!" Danny said, blasting at the shapeshifter passing him. "Who are those two?" He saw Ren and Stimpy, who were just standing dead in the middle of the battle. Ren was looking bored, while Stimpy was bouncing his body up and down.

"Oh, that's just our new pet friends, Ren and Stimpy!" Spongebob said. "They're celebrities!"

"First secret agents, now we got celebrity cats and dogs." Danny said to himself. "What's next? Two that share a body?"

...

"Don't expect us! We're just narrating the next story!" Cat said.

"Hooray for our cameo!" Dog said.

"We should've got more than a cameo!" Cat said.

...

"Ren, we got to help our friends fight these evil clowns!" Stimpy said.

"Fight? We don't need to fight, Stimpy! We just have to sit back, relax, and let the others do the fighting for us." Ren was then punched to the ground, as he groaned in pain. Then the clown grabbed him by his legs, then started slamming him left and right, leaving him as a complete wreck. Ren couldn't defend himself, as he was too weak in pain.

"Stupid chihuahua! Your stupid show was never funny!" the clown immediately spit on Ren's eye. Immediately, Ren started to boil up, as it felt like he was about to explode. "THAT'S IT! I'VE HAD IT WITH BEING THE CHEW TOY INSTEAD OF STIMPY! I'LL RIP YOUR FREAKIN' ARMS OFF!" Ren dove into the clown screaming, looking like a mad dog.

"Go Ren! Teach that clown who's the boss!" Stimpy said.

Meanwhile, SB was using Neptune's spatula to send the clown creatures flying away, with Sandy by his side using her karate. However, a clown once again, knocked the spatula out of SB's hand, and then stepped on it.

"My spatula!" SB called out, as a clown surrounded him.

"I'm not scared of you, scary clown!" Spongebob said. "Because lucky for me, I'm..I'm..I'M…!" nothing happened.

"Why can't I rock out again?!" Spongebob asked himself.

"I think you've lost your inner-goober, Spongebob!" Patrick said.

"Inner-what?" Sandy asked.

"Cover me guys, I'm about to find my inner-goober!" SB closed his eyes, and started to go deep inside his mind. A mini-version of himself walked through a hall of doors, each with different names on them. INNER-JELLYFISH, INNER-GARDEN, INNER-MERMAID MAN, and finally, INNER-GOOBER. He opened it, as it led to a cliff with green grass, a cloudy sky, as the wind was blowing. Standing on the edge of the cliff was a body, shaped like a peanut.

"Who are you?" SB asked.

"Why, I'm your inner Goofy goober!" the Goober said, giving his stupid laugh.

"Please Goober, please tell me the truth! Have I lost my inner goober?" SB asked, with tears in his eyes.

"You've never lost it, SB. You've always had it inside you."

"Then why can't I use the power of rock to help my friends?"

"Because your rock license has expired!" The Goober held up a license.

"Oh. I never knew there was such thing as a rock license!" SB said.

Meanwhile, back in the real world, the battle was going on, as SB was still sitting on the ground silently.

"What's taking him so long?!" Sandy said. "What, is he stuck in traffic?!"

Back inside SB's mind, there was a traffic jam on the way to where he was gonna renew the license.

"Oh darn, why does there always have to be a traffic jam?!" SB said.

TO BE CONTINUED...