On a boardwalk, two criminals walked down a ladder to a rowboat so that they could make their escape. One had a white tank top, white arm bands, black pants and a red beanie while the other had a black long-sleeved shirt, blue jeans and a black beanie on.

"Knocking over that yacht was a piece of cake!" the tank-topped criminal said as he and his partner laughed hysterically. But as he looked over the side of the boat, he saw a pair of green eyes in the water suddenly flash open and stared straight at him.

Suddenly, a greyish-white hand with green webbing shot under the water and pulled him overboard.

His partner then looked the edge seeing only the red beanie floating on the water before Razorjaws suddenly shot her head out of the water, flipped her golden tresses and advanced towards her. (A/N: I decided to give Razorjaws hair to make her more like a mermaid/swimsuit model. I'll change that in The Krakken.) He panicked at the fish alien as he ran up the ladder and tried to make a break for it at the pier.

Razorjaws sighed and swam towards the pier, her angler sticking out of the water as she did so.

The black-shirted criminal ran for his life as stopped front of a hot dog cart before he looked back, scared beyond belief as he saw a burst of water appear over the edge and saw Razorjaws jump up from out of the water as she landed in front of him and put her hands on her hips.

The criminal then glared as he pushed over the hot dog cart, sending weenies falling everywhere. Unfortunately, it also started leaking the fuel that was used to start the fire to cook the hot dogs. Then, the plug that was plugged on an outlet came undone and sent a spark outwards, igniting the fuel and sending a ring fire all around Razorjaws as she gasped in shock.


*Opening Theme Song: Jen 10*

(The scene shows several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Jen as the music amped up.)

It started when an alien device did what it did

It stuck itself upon her wrist with secrets that it hid

(The scene shows Jen as she leaned forward to grab the mysterious watch from the alien capsule then it jumped up and clamped itself on her wrist, much to her shock.)

Now she's got superpowers, she's no ordinary kid!

(Then the next scene is when Jen presses the core down then the watch released a powerful flash of green light as it sunk down into her arm and from where it had sunk, brown-orange rocks erupted from her skin and worked their way all over her body until they reached her eye.)

She's Jen 10! (The words "Jen 10" flash on the screen.)

So if you see her, you might be in for a big surprise!

(We see many quick shots of different aliens: Grey Matter, Razorjaws, Diamondhead, Inferno, Stinkfly, Upgrade, Wildmutt, Ghostfreak, Ghostfreak, Stinkfly, Grey Matter and Upgrade in that order.)

She'll turn into an alien before your very eyes!

(The scene shows Jen become covered in orange fur as her teeth grew into fangs then she became a humanoid dog-like alien as she slams her claws against the ground and let out a roar.)

She's slimy, funny, fast and strong! She's every shape and size!

(We see more quick shots of different aliens: Razorjaws, Diamondhead, VLOCT, Four Arms, Inferno and Wildmutt in that order.)

She's Jen 10! (Once again, the words "Jen 10" flash on the screen.)

(The scene showed a chibi Jen who ran towards the fourth wall then jumped, somersaulted and morphed into the aliens:

Armed with powers, she's on the case!

1- A dog-like alien humanoid, who shred at the fourth wall.

2- A four-armed, four-eyed, red-skinned alien, who rose her arms up and pumped them.

Fighting all evil from Earth or space!

3- A small, amphibious, bug-eyed alien, who leapt towards the fourth wall and crashed at it.

4- A humanoid velociraptor with orbs on her feet and wore a protective visor zoomed to the screen.

5- A living, stretchable metal being with green digital stripes and one eye.

She'll never stop 'til she makes them pay!

6- A living entity made of powerful durable crystal, who blocks a large laser beam and reflects it back.

7- An anglerfish humanoid alien, who opens her mouth to show her razor-sharp jaws.

Cause she's the baddest girl to ever save the day!

8- A humanoid fly with two pairs of wings and four eyestalks flew to the screen.

9- A ghost-like alien with one purple eye.

10- A living humanoid on fire who fires a stream of fire at the fourth wall.)

Jen 10!

(Then Jen landed on the ground fist-first, which caused the ground to crack.)

(Multiple scenes are shown: the dog alien leapt out of the forest and towards the fourth wall, Jen finished her transformation as the diamond alien, the fire alien throws a fireball from her index finger, Jen slamming the watch down, Glen bringing down the spear on the cockatiel's head, the four-armed alien letting out a battle cry, finishing her transformation and the velociraptor alien zooming across the water.)

(The final scene shows Jen with a cocky grin as all the aliens got sucked up into her watch and the title "Jen 10" appears beside her.)

*End Song*


"Got to love an old-fashioned fish fry!" the criminal shouted as Razorjaws started feeling at her gills as she started breathing heavily.

"Can't breathe!" she wheezed out as she got down on her knees. "Water!" She then crouched down and punched a hole into the pier and dived down into the ocean and resurfaced in good condition.

The criminal smiled as he walked away with his loot before Razorjaws jumped out from the boardwalk, caught the criminal in her jaws and threw him right into the Knock Down booth, sending the cups spilling all over the place as he fell unconscious.


A few minutes later, the cops came in and took the two criminals away as Razorjaws stood by with the chief as he smiled at her in gratitude.

"I don't care what anybody says. You circus freaks are okay by me."

"Circus freak? I'm not a circus freak. I'm a superheroine!" Razorjaws announced proudly as she dived into the ocean as the chief looked down overhead.

"Looked more like a swimsuit model freak to me," he said.


Later in the Rust Bucket, Glen was looking out the window and noticed a billboard they passed by.

"'Zombina's Traveling Circus of laughs? Cool!" he said with a smile.

"I haven't been to a circus since I was a boy. Sounds like fun," Max said. "What do you guys think?"

"I love the circus!" Glen said.

"That's because you belong in one," Jen said.

"Jen?" Max asked.

"Nah. Circuses are kid stuff."

"Hello! What are we?" Glen asked.

Jen then yawned. "Besides, it's pretty late."

"Jen, it's 11:00 in the morning," Max said.

"Fine by me," Jen said, frustratingly. "Okay, alright. If you guys wanna go see some stupid circus, fine."


The Rust Bucket parked by and the Tennysons walked towards the circus with carnival music playing in the background as Max took in the surroundings.

"Ooh, looks like the entire town's turned out for the show," he said.

Jen then noticed the posters of a clown plastered on all of the walls of the tents as she felt the piercing eyes of the clown staring right into her soul.

"It's probably sold out," Jen said with a smile. "We're probably just wasting our time."

Then, a spotlight shone down on the ringmaster who commanded the clowns with an air of excitement.

"Step right up and see the fingerless freak of nature whose strength knows no bounds: Thumbskull!"

A hulking figure of a clown walked out from the darkness. He was a large muscular clown whose head looked like a giant thumb, right down to the toenail figure on the crest. His outfit was black with four bright purple stripes on each arm and one large stripe on the stomach. He was carrying a rather large bar. He then grunted as he bent the bar over his neck with seemingly no effort, causing the stare in wonder. He then tossed the bent bar up into the air where it was caught by another clown.

She had pale skin, a slender body, black circles on her cheeks, a black, tight-fitting jumpsuit with four bright yellow stripes on the arms, and five orange tentacles for hair. She also wears flat shoes. She used her hair to handle the bent bar.

"And presenting Frightwig!" the ringmaster announced. "When this beauty lets down her hair, no telling what could happen!"

Frightwig then used her hair to bend the bar even further into circles before she placed it on an anvil.

"And last but not least, the freak whose unique skill is as vile as his attitude: Acid Breath!"

The third and final clown walked out from the darkness… and he was easily the freakiest of them all. He had pale skin, a red right eye, a left eye without an iris, and little bits of straight black hair poking out of the top of his head. His outfit was black with bright orange stripes on the arms and he had a little bit of a hunch back. He also wore a gas mask over his face that he soon removed to reveal green gums with most of his teeth missing.

Jen then turned green and was about to puke or faint (maybe both) as Acid Breath breathed outwards, letting out absolutely putrid breath that melted the bent beam and the anvil along with it as she walked away, leaving the rest of the crowd impressed.

"Gross!" Glen said.

Jen then walked to a clearing and saw a sign that said 'Keep out.'

She looked through the slight gap in the curtains when she saw a rather large-looking lady clown in front of the mirror.

"Howdy folks! Are you ready to laugh?!" she practiced. "Perfect. You're gonna knock 'em… dead." She then licked her teeth with her rather long and freaky-looking tongue as Jen backed up, scared before she backed up into Glen.

"Hey!" Glen shouted as Jen shouted back in fright.

"Don't do that," Jen said, panting and holding her hand over her heart.

"What is your malfunction?"

"What do you mean?" Jen asked.

"Ever since we decided to go to the circus you've been acting even weirder than normal. What are you scared of?" Glen asked.

"I'm not scared of anything!" Jen said as her eyes briefly glowed pink with anger before she shook it off as Max walked up.

"Come on guys, the show's about to start."

Glen smiled as he gestured to Jen.

"After you."

Jen frowned as they walked forward into the main tent.


"Ladies and gentlemen! Children of all ages!" the ringmaster announced as the crowd all gathered in the main tent to watch the show. "The Circus of Laughter is proud to present the Sultana of Smiles, the Crown Princess of Chuckles, the Rib Tickler herself, the star of our circus: Zombina the Clown!"

A tiny pink clown car drove into the tent's area and screeched to a halt as Zombina stepped out of it and presented herself to the crowd. She had red hair and pale skin with absolutely no tan. She had a slender figure like Frightwig's. Her jumpsuit was striped red and white, matching her bow tie and the pompoms on her black floppy flats. She wore gloves, a top hat and had blue orbs on the arms of her jumpsuit and the top hat.

The crowd in front of her laughed hard while Jen just looked freaked out by Zombina.

The car drove away on its own, honking its horn before it turned back towards Zombina who smirked at it before giving it a "bring it on" gesture with her hand. She then reached into her sleeve and pulled out a red bullfighter's cape before the car zoomed in and hit the cape before it burst into confetti with a poof, causing the crowd to laugh at the trick.

"If you love clowns, then this is the place to be! You're gonna die laughing!" Zombina announced as the shadows behind her faded and revealed some sort of generator that glowed with blue lights that glowed harder as the crowd laughed. "That's a Zombina guarantee." She then pulled out several red balloons and inflated them before letting them loose and they flew around. One balloon flew towards Jen and she looked ready to scream and burst into tears (possibly both) when the balloon popped like Pennywise's cue to appear in the It movies.

She stood up kind of scared. "I gotta go!" she said, before meeting the faces of her cousin and grandfather. "-get some popcorn!" she added before she walked out of the tent before running as fast as she could.

"Is Jen alright?" Max asked.

"You're asking me?" Glen asked. "I stopped trying to figure it out a long time ago."

"I was never very good at math," Zombina said. "But I believe I have your undivided attention! Now how about some volunteers!"

The crowd continued laughing hard as the camera seemed to focus on Glen and zoomed into his eye to reveal the freakish clown in front of him.

"Aah, super alive… for now."


Jen ran out of the circus and gasped for breath. "There's nothing funny about clowns!" she shouted.

She then heard a crashing sound like glass shattering. She then ducked behind a car to investigate.

Much to her surprise, she saw Thumbskull, Frightwig and Acid Breath in front of a jewelry store window, which they obviously shattered.

"Whoa! The freaks are felons!" Jen shouted in a whisper.

The freaks then scattered and set out to stealing as Jen could only watch.

Thumbskull gathered several jewels from the store through the window he shattered.

Acid Breath walked to a car and used his breath to melt the roof off the top and then he pulled the radio out of its socket.

Frightwig then walked in front of an ATM and stabbed her powerful hair tendrils into the wall and pulled the ATM out of it, sending cash flying everywhere as she laughed maniacally. "It's pay day!"

"Time to play fetch," Jen said as she activated the Omnitrix, dialed in her alien and slammed the core down.

Thumbskull walked, carrying two televisions in his arms, but he gasped when Wildmutt landed on top of the car and snarled at him, growling at the freak. (A/N: I'm removing Wildmutt's drool like the way most English dubs omit blood from anime unless I think it's necessary to keep it.)

"Good doggie! Down boy!" Thumbskull said, backing up.

Offended of being called a boy, Wildmutt then snarled and pounced onto the strongest freak of the bunch before running to the other two.

She then pounced onto Acid Breath and scratched at his face before bouncing off of him.

Frightwig tried to retaliate by wrapping her hair around her, but to no avail as Wildmutt was too strong and forced her away.

Wildmutt then bounced on top of the getaway car and tore the roof open, letting the cash and valuables loose as she topped it over.

"Hey, that's our stuff!" Thumbskull exclaimed.

"No mutt's gonna steal my lot," Acid Breath said. "Get him!" He then breathed out towards her before she leaped out of the way and his breath melted what was left of the getaway car.

Wildmutt landed between the freaks, swept Frightwig and Acid Breath off of their feet, swatted Thumbskull away and looked at Frightwig (if she had eyes) before Frightwig looked back at the dog-like alien before her, snarling wildly.

"Don't just stand there like a sore thumb," Acid Breath told Thumbskull. "Get the boss!"

Thumbskull ran off as his partner ran to engage Wildmutt.


Back at the circus, Zombina was looking absolutely drunk at the laughter that she was feeding from the crowd with an absolutely maniacal laugh.

"Laughter truly is the best medicine!" she shouted. "For me!"

Thumbskull then walked in as the crowd continued laughing.

"Uh, boss," Thumbskull said. "Excuse me."

Zombina got an angry look at the fact that her show had been interrupted.

"How many times have I told you not to bother me while I'm eating?!"

"Uh, we ran into a bit of trouble."

Zombina glared at that statement.


Wildmutt had the other two circus freaks pinned down as she snarled at them as they glared.

Suddenly, a hat appeared out of nowhere and Zombina appeared in a flash of confetti with Thumbskull behind her.

"I hear you're full of tricks, little doggie," Zombina said. "Let's see if you know how to play dead."

She then kicked Wildmutt in the face hard and swatted her away as she crashed into the radio tower. She then whimpered as she backed behind the tower supports.

"This isn't a mad dog. It's a scaredy cat!" Zombina glared at her exceedingly incompetent minions.

Her minions all had different looks on their faces at that: confusion for Thumbskull, annoyance for Frightwig, and embarrassment for Acid Breath.

"Bring the curtain down on this little side show!" Zombina commanded.

Acid Breath breathed out and melted one leg of the tower while Frightwig wrapped her hair tendrils around a beam that linked two legs and started to pull the tower down and Thumbskull used his brute strength to break a second leg.

"It's over, Fido," Acid Breath said.

The tower started to cave in on her as she looked up in shock and the tower fell right on her.

Thumbskull picked up a piece of rubble and chuckled. "Doggone."

"Come on!" Zombina said. "We've got bigger laughs to get!"

She then vanished in a puff of smoke and confetti before her minions ran off back to the circus.

The Omnitrix started the countdown before a flash of red light flashed out from the rubble and a field of pink energy burst out, pushing the rubble away as Jen stood there with her hands glowing pink before the glow faded and she looked to see the circus freaks running away.

"Phew," she sighed before she fell unconscious.


The circus had ended about an hour earlier and everyone had left. Strangely, the circus and all of its stands had suddenly vanished. There were discarded popcorn boxes, soda cups/cans, newspapers, and cotton candy sticks all over the floor. Candy wrappers and fliers flew through the breeze. Everyone was walking slowly and laughing weakly, including Max who was sitting on one of the bleachers.

Jen then walked into the circus, only to find her seemingly oblivious grandfather.

"Grandpa?" Jen asked as she ran over and shook him as he continued to chuckle. "Grandpa!"

"Oh, Jen," Max said. "Where'd you go?"

"Where'd I go? Where'd the circus go?" Jen asked.

"Oh, I'm not sure," Max said as he looked to his side. "I remember Glen we were laughing. *chuckle* It was so funny." He then briefly dozed off.

"Grandpa," Jen said, putting a hand on his shoulder. "Are you okay?"

"*chuckle* I just feel so glum. That's all." He then started chuckling again.

"Then why are you smiling?" Jen asked as she got an idea and approached him. "It's time to do this with actions." She then put her left hand's index and middle finger on her grandfather's temple and looked into his eyes as hers started glowing pink and his followed suit as she read his mind on what happened. "All I'm getting is a dark void filled with laughter. There's barely any energy in there at all." She then broke the connection and looked back as she put a hand on her head and came to a realization.

"Wait a minute, where's Glen?"


Zombina and the circus freaks were driving a getaway truck away from the area and she smiled as she looked to Thumbskull who was driving the truck with her in the front seat.

"Did you pack me a snack for the road?" she asked.

Thumbskull smiled as he pulled the curtain away in the back and saw that they grabbed a few still-laughing hostages… and Glen was among them!

Zombina smiled as she put her eyes back on the road ahead.


Little did she know, the Rust Bucket was hot on their trail as Jen and Max followed them.

"Zombina must have zonked out the entire town during the show while her freaks robbed everyone blind," Jen said. "But why kidnap Glen?"

"I… I don't know," Max said, sounding exhausted as he drove the RV ahead. "But don't worry. We'll catch that clown."

"Yeah," Jen chuckled nervously. "Who would be afraid of a silly old clown?"

"Jen, what's bothering you?" Max asked.

"Promise not to laugh?" Jen asked, and Max nodded. "I'm afraid of clowns. They just creep me out. I'm such a loser."

"You're not a loser. Everybody's got their own crazy fear, Jen," Max said. "When I was a boy, I was afraid of heights. Then enough was enough and I climbed to the top of the water tower. Sometimes, you just gotta… scare… the fear… out of… you."

His vision suddenly blurred and he lost consciousness at the wheel.

"Grandpa!" Jen shouted as she unbuckled her seatbelt and grabbed the steering wheel as the Rust Bucket started going off the road.

The Rust Bucket was sent flying off the road at a barrier they crashed through and was sent flying into the unmarked road behind it and Jen gasped as her eyes glowed pink and an energy field surrounded the RV and briefly stabilized it as she tried steering it to avoid the trees as she saw a clearing with no road.

"I can't hold this much longer and I need an anchor stat," Jen said as she looked at the switches and flipped one, unrolling the awning as she looked at it. "Come on, come on."

Unfortunately, the Rust Bucket was going so fast that it broke the awning right off when it hit a tree.

Jen gave a sharp turn and slammed on the brakes, causing her to lose her focus at the energy field disappeared and the RV finally came to a stop next to another barrier.

"Phew," Jen sighed as she looked at her grandfather. "Grandpa, are you okay?"

"So… sad," Max said weakly. "So very very sad."

"Grandpa, what happened inside the big top?" Jen asked. "After I left?"

Max flashed back as he remembered what happened.


*Flashback*

The crowd was laughing hardly inside the Big Top as they watched the show. Suddenly, blue ghost-like creatures started floating out of their bodies and they went flying into the generator from earlier that Zombina was hooked up to.

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

*End flashback*


"Jen," Max said. "I think that Zombina robs people of more than just their possessions. I think she steals people's happiness. Until there's nothing left."

Jen gasped as she came to a realization. "And she's got Glen!"


The Rust Bucket had arrived at the abandoned fairgrounds and Jen sneaked behind the large crates. She looked and saw the Circus Freak Trio carrying some crates.

She then turned around and was face-to-face with a giant poster of Zombina, which caused her to gasp and back up into the crates, catching the attention of the Circus Freak Trio.

Frightwig giggled as they looked to see Jen's head peeking from behind the crate.

"Looks like we got somebody who wants to see the show without buying a ticket," she said as she pulled off Acid Breath's mask and he let loose a cloud of toxic breath.

Jen ducked as she activated the Omnitrix and tried to slam the core down but it didn't budge. "You never make this easy, do ya?" Jen asked.

Thumbskull came charging up to the crate and smashed it before Frightwig danced and used her powerful hair to whip the crate several times more and Acid Breath used his powerful breath on it, completely destroying it.

But when the smoke cleared from Acid Breath's attack, they saw no debris or any remnants of Jen whatsoever.

A flash of green light then occurred from another pile of crates. "What's that noise?" Thumbskull asked.

Thumbskull then felt a blast of energy coming from behind him as he saw Upgrade had merged with a baseball launcher and used her spider-like legs to walk towards them as the trio glared.

"I don't know what you are, but I'm gonna tear you apart!"

"You wanna play hardball? Game on!" Upgrade shouted as Thumbskull charged towards him. She then fired several baseballs from the cockpit that battered Thumbskull right in the face and knocked him unconscious.

Frightwig glared as she deflected the baseballs Upgrade shot at her.

"That all you got?!" she shouted.

"Just warming up, lady," she said as she as Upgrade fired more baseballs at her, which she once again deflected. She then fired two more baseballs at Frightwig's feet. Frightwig moved her leg before the first could hit her, but the second hit her foot and she tripped and her entire body got tangled up in her hair. Upgrade then fired a final baseball at Frightwig's face, knocking her unconscious.

Acid Breath glared as he spat his acid saliva at her and Upgrade ran for it as he melted the crates she was using as cover.

"Didn't your mom ever tell you it's not polite to spit?" Upgrade asked.

"Who do you think taught me in the first place?" Acid Breath asked as he inhaled again.

Upgrade shot a baseball into his mouth, breaking some teeth before she fired an onslaught of baseballs at him, knocking him unconscious.

"Strike three!" Upgrade shouted as she de-merged with the baseball launcher and walked up to the tent as she breathed heavily. "You can do this. She's just a girl with a big rubber nose and big shoes. Nothing Upgrade can't handle."

Then, the Omnitrix timed out, much to her dismay as she glared at the Omnitrix. "Whose side are you on anyway?!"

She then walked in and looked around, always vigilant for Zombina and Jen saw a mirror and was shocked as she stepped back and came to the realization.

"Oh great. Now you're afraid of your own reflection." She said as she walked into the hall of mirrors.

The evil clown detected her presence approaching and smiled her wicked and ugly smile to herself as she glared.

"Hiya, kiddo! Something tells me you'd be a barrel full of laughs!"

Jen glared as she just kept walking before she walked into a mirror before she recovered and rubbed her nose. She then noticed her reflections turn back at her with a clown face before it morphed into a replica of Zombina and Jen glared.

"Hey, Miss Serious! How about a smile!?"

She backed up as the mirrors morphed into darkened versions of Zombina and they all reached towards her as she ran across the hall, not letting her get to her.

"What's your story, morning glory?! Was that your mutt that gave my freaks such frowns?"

She ignored her as a jack-in-the-box style Zombina head popped up in front of her.

"What about that weird blob outside?"

She turned around and tried to run the other way, but another head popped up.

"Do they work for you or-" a third head popped up from the floor they were standing on, sending the poor girl flying. "Are you some kind of freak?"

"I'm not a freak!" Jen shouted.

Then, a fiery image of the insane clown's head smiled at he as she glared at her and suddenly landed on a trapeze swing, flying through a giant Zombina head before grabbing onto another trapeze swing but the ropes broke and she went falling down into the darkness before landing in a spider's web. She struggled to break free.

A spider with Zombina's head started descending the web towards her as she continued struggling. "Come on, kid! You've got to learn to loosen up. Laugh a little." She then brushed her face with her front legs as she sneered. "It's what keeps me going." She then sliced her off the web, sending her falling into the dark void again.

Jen focused and her eyes glowed pink as she summoned a forcefield around herself as the gravity sent her down into a circus ring as the forcefield cracked and gave way.

She then noticed several spheres on her arms contained the souls and happiness of the patrons of the circus. Jen then gasped as she realized that the only soul in the sphere on her top hat was Glen's, looking really shriveled and wrinkled in a void full of fire while still laughing uncontrollably.

"Now don't tell me you're afraid of old Zombina?"

"Leave me alone, you Pennywise transgender!" Jen shouted. "What do you want?"

Zombina smiled and snapped her fingers. As if on cue, a spotlight came on and showed the generator from earlier fully charged. The plug from it suddenly levitated and plugged itself into Zombina's back right on the nose of the clown symbol on her jacket. She then started floating in the air and started laughing maniacally. "Only what every clown with these floppy shoes wants: to make people laugh! Then drain their positive energy like a sponge at a pool party! Is that so wrong?"

"Duh, yes!" Jen glared. "Is that the machine you used to suck the happiness out of your audience?"

"I call it the Cyclown! Clever, huh? Soon, I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger!"

"I want my cousin back!" Jen shouted.

"Cousin?" Zombina asked. "*gasp* Didn't you hear? He ran away with the circus!"

Zombina gestured to her left as a spotlight shone down on Glen, lying unconscious and looking absolutely wrecked as he chuckled weakly.

Enraged, Jen's eyes glowed pink as she activated the Omnitrix.

"Oh, and you're a fan of It?" Zombina asked as she flew up in the air and pulled out a balloon from her jacket pocket and inflated it. "I hope you like this!" She then flew down like how Pennywise approached Richie in It 2, making it look like the balloon was keeping her up although it was pretty obvious that the Cyclown's plug was doing the work. She then sang away:

"I know your secret, Your dirty little secret

I know your secret, Your dirty little secret"

"Oh, you're funny," Jen said as she selected her form. "But I'm gonna get the last laugh!" She then slammed the core in a flash of green light.

Jen's skin vanished and she started levitating in the air as her entire body reformed into a phantom/ghost-like image as her 5 fingers turned into 4 claws and her legs turned into a ghostly tail and she gained one single eye and she had grey skin with black lines running all over her. The watch symbol peeked out of her skin on her lower left chest and she had a purple eye with a black pupil. She then struck a pose as Ghostfreak.

Zombina stood as Ghostfreak stood in front of her, clearly pissed off. "Nice try, kid. But I sell the tricks. I don't buy them."

"I just figured out there's something I'm even more afraid of than you," Ghostfreak said as she socked her in the face and vanished, wrapping her up in the Cyclown's cord as he glared at Ghostfreak.

"Losing my family to some goofball emotional vampire!" Ghostfreak shouted. "In other words…" she then gave her a punch to the clown nose, squishing it. "…you're going down, clown!" she finished.

Zombina looked nervously around as she couldn't find Ghostfreak anywhere and she clearly wanted her head.

An invisible Ghostfreak then whacked the evil clown in the face with a wooden board, sending her sprawling into the Cyclown, causing it to overload and implode, sending all the happiness back to where it belonged. The blue souls went out of the building and searched for their rightful owners, finding them and restoring their happiness all over the city.

"I'm warning you to back off!" Zombina said, though she clearly knew she lost.

"You want to see something really scary?" Ghostfreak asked as she opened her skin and showed her true form to Zombina, revealing several black and white striped tentacles growing out of her stomach.

Zombina screamed in terror as she bumped into the Cyclown and disconnected from said destroyed machine and backed away nervously.

"Oh, now don't tell me you're afraid of old Ghostfreak?" Ghostfreak said.

"Please! No more!" Zombina begged as Ghostfreak raised her claws.

"Boo!"

Zombina screamed before exploding outwards in a puff of confetti as Ghostfreak stared.

"Oh, that kind of even freaked me out," she said as the Omnitrix timed out and Jen walked over to her cousin with a smile.

"Wha?" Glen asked as he saw his cousin. Jen? Hey, where's that popcorn?"


The Rust Bucket left the fairgrounds as the police arrived and took the Circus Freak Trio into custody as Jen looked at her grandfather.

"You feeling okay, Grandpa?" she asked as Max smiled at her.

"Happy as a lark," Max said. "Pretty clever, you scaring away your fear like that."

"Thanks," Jen said.

"Boo!" Glen popped up, wearing a clown mask, trying to scare her.

"Oh, hi Glen," Jen smiled, not even flinching from that. "Makeup's for girls, but that's a good look for you."

"Aw, you're no fun anymore!" Glen complained as he threw the mask down and Jen and Max smiled at each other.


A/N: Hi guys. Hope you enjoyed the new chapter and all the Pennywise jokes. Credits for the Zombina design goes to Ben10Man. I'd also like to thank DragonWarrior24 for the name change. To all artists, I need a Jen 10 cover art, so please be creative and send me a link of it, I'd really appreciate it.

Next on Jen 10:

Lucky Boy