Before we begin I just want to let you all know how much it means to me that this story is so loved, it really warms my writer heart, so now we move onto chapter 10. But first the reviews.

Blazingvictini09: I'm glad you like what you're reading so far, yeah it will take some time for Altera to open up but she will in due time. I myself can't wait for the Kai Green episode to be covered, it will be fun! As far as MHX? She will be solo till Alien Force and will only be refrenced here and there in the meantime.

Walteralex2001: thank you so much, I share your excitement!

ultima-owner: Velber is the name of the Harvest Star that orbits the galaxy in the Nasuverse, she was originally one of the Anti Cells from that observation machine, it's not really a race save for the Advance aliens that created it and the Moon Cell, it's just an easy designation for the fic.

Fate/Ben 10 belong to Nasu and Man of Action. It's Hero Time!

Chapter 10: Who's Laughing Now

At night on a pier side carnival a couple of robbers were attempting to get away via a rowboat, however one of them gets dragged into the water by the hand of Ripjaws.

The other robber turned around to find his partner was nowhere in sight, that was the moment Ripjaws decided to show his face which scared the robber into climbing the latter, but Ripjaws didn't bother to move and just smirked. When the robber reached the top and was ready to run, he was hit in the back of his head and knocked out by Altera. She then walked to the edge and gave a thumbs up that Ben returned as the sound of police sirens resonated.

"I don't care what anybody says, you circus freaks are ok by me." Said one of the cops to Ripjaws.

"Circus freak?"

Ripjaws looked over at Altera who was covering her mouth to stifle a laugh.

"I'm not a circus freak, I'm a superhero."

Ripjaws dove back into the water as the cop looked on and Altera shook her head with a smile on her face.

"Hmm. Looked like a freak to me."

The Rustbucket was on the move, and Gwen noticed a sign along the way.

"Zombozo's traveling circus of laughs? Cool!"

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

"I love the circus!" Gwen said excitedly.

"That's because you belong in one." Ben sniped.

"Ben."

"Nah circus is kid's stuff."

"Maybe you don't want to go to one simply because it means…clowns." Altera said with a smirk.

"Hey, lay off. Besides, it's pretty late."

"Ben, it's 11 o'clock in the morning." Max said.

"Fine by me. Ok alright, you guys want to see some stupid circus, fine."

"Ben sometimes it would be nice to do something without any crazy stuff, besides if we do see clowns you can always hold my hand." Altera said coyly.

Ben blushed and looked away. Why, oh why did Altera have to suddenly become such a teaser?

The circus tent was up ahead as people were walking to the entrance.

"Oh looks like the whole town's turned out for the show."

Ben was looking at each of the posters, the eyes of Zombozo creeped him out. Altera had noticed.

"It's probably sold out. We're probably just wasting time."

"Step right up and see the fingerless freak of nature! Whose strength knows no bounds, please welcome, Thumbskull!"

A large man with sickly green skin walked out, the most prominent thing about him was the giant toenail on his head, he had a metal bar over his shoulders that he easily bent around his neck impressing the crowd. He then tossed it up where it was caught by some kind of whip.

"And presenting! Frightwig! When this beauty lets down her hair there's no telling what will happen."

Frightwig easily made a pretzel out of the already bent bar and placed it on a pedestal with her hair.

"And last but not least. The freak whose skill is unique, and as vile as his attitude. Acid Breath!"

A mutated looking man with a mask over his mouth came into view, and he removed his mask to reveal a wide and rotted mouth that exhaled a green mist that melted the bar and the pedestal to the shock of the crowed.

"Gross!" Gwen said.

Ben was walking about when he saw an entrance with a sign that said keep out. He peered into the slight opening and saw Zombozo himself sitting at a mirror.

"Hahahaha! Good evening folks! Are you ready to…laugh!"

He put on a top hat that had some kind of class circle in the middle.

"You're gonna knock ''em dead. Ahh!"

An inhuman tongue stuck out of his mouth as he laughed making Ben reel back in fright. He slowly backed up till he ran into someone.

"Ben?"

"AAH!"

"Woah easy Ben, what are you scared?"

"I uh…um well…eh. Huh!?"

While Ben was stuttering, Altera took her hand and entwined it with Ben's to his surprise. She gave him a gentle but very pretty smile, that made him go three shades red.

"The show is going to start soon, let's go."

"Warm…"

Altera looked back at Ben.

"What?"

"Your hand…it's warm." Ben said as he looked away embarrassed.

Altera's smile widened as light pink appeared on her cheeks, she then led Ben to the others for the show.

The spotlight kicked on.

"Ladies and gentlemen, children of all ages. The circus of laughter is proud to present. The sultan of smiles. The crown prince of chuckles. The rib tickler himself, the star of our circus! Zombozo the clown!"

A small car drove out and stopped, and once the door opened, Zombozo himself stepped out to the cheer of the crowd. Max and Gwen were laughing away while Ben looked on with a slack jaw, he relaxed when he felt Altera squeeze his hand a bit while looking at him.

Back in the stage zone, the car Zombozo stepped out of drove off and whirled back around to face him, Zombozo gestures it to come get him. He pulled a red cape from his wrist and held it out like a matador. The car charged him and as soon as it hit the cape poofs into confetti. Max and Gwen with the rest of the crowd seemed to be laughing even harder.

"If you love clowns, this is the place to be. You're gonna die laughing, that is a Zombozo guarantee."

Behind him was a machine of some sort that began to glow.

"Hey Altera! Why don't you and I get some…popcorn! Yeah popcorn."

Altera looked at Ben then back at the machine with suspicion before nodding.

Max and Gwen looked on as they departed.

"Is Ben alright?"

"Yeah he's acting weirder than normal, but have you noticed him and Altera haven't let go of each other's hands." Gwen asked with a smirk.

"I was never any good at math, but I believe I have your undivided attention. Now, how about some volunteers."

Zombozo looked directly at Gwen who was laughing away.

"Ah, so full of life…for now."

Ben and Altera were outside the tent as the former took a breath.

"There is nothing funny, about clowns."

"Zombozo himself is more off putting then funny, though it is unusual how much the crowd dug into the act."

The sound of breaking glass was heard as the two of them went down the stares and hid behind a car. The two of them caught sight of none other then the circus freaks robbing a shop.

"Woah! The freaks are felons!"

"I had a feeling something was amiss about them." Altera said.

They watched as Thumbskull scooped up jewels from the cracked window. Acid breath used his acidic breath to partially melt a car and pull out a piece of the radio component.

Frightwig used her hair to punch into a wall and pull out an ATM machine.

"It's payday! Hahaha!"

"Time to play fetch."

Ben was about to use the Omnitrix when he saw he was still holding Altera's hand. He let go quickly with a slight blush and dialed the watch. Thumbskull was carrying his load when he saw Wildmutt appear from behind the car with Altera riding on his back, plasma blade drawn.

"Good doggy down boy!"

Wildmutt charged and knocked Thumbskull down. He then went after the rest of the freaks and proceeded to take down Acid Breath.

Frightwig lashed her tendril like hair at the retreating mutt but Altera spun her blade and cut a couple of strands.

"Hey! You're messing up my hair!"

"You really could use a haircut." Altera responded.

Wildmutt then jumped and floors Frightwig before going to their car and tearing open the top to release all the money they stole.

"Hey! That's our stuff!" Thumbskull shouted.

"No mutt or its little girl master is going to steal my loot. Get them!" Acid Breath commanded.

He blew acidic breath at the duo but Wildmutt jumped away as the substance melted the freak's car.

Said freaks only watch as the alien hound pounced on them and batted them away in rapid succession, Frightwig backed up when he turned to her, Altera dismounted and went after her.

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

Back at the tent the audience which included Max and Gwen were laughing away as bright images floated around them.

"Hahaha! Laughter truly is the best medicine! For me!"

"Uh, excuse me boss, excuse me?" Thumbskull said trying to get Zombozo's attention to the latter's annoyance.

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

"Uh…we ran into a bit of trouble."

Zombozo looked mad.

Altera and Wildmutt apprehend both Frightwig and Acid Breath when Zombozo showed up in a poof of confetti and smoke.

"I hear you're both full of tricks little doggy, little girl, let's see how good you are at playing dead!"

Zombozo kicked and chopped Wildmutt into a tower, the alien dog backed away whimpering.

"This isn't a mad dog! It's a scaredy-cat!"

"Forget about me!"

Zombozo looked over to eat a wicked uppercut from Altera and then kicked him away.

"Ben! This is now or never to get over your fear!"

As Altera said that Thumbskull barreled into her sending her sprawling to Wildmutt. Acid Breath spewed his toxic breath onto a beam melting it as Frightwig latched her hair onto the tower pulling it. Thumbskull punched out another beam causing the tower to collapse on the duo.

"Doggy and girl no more."

"Come on! We got bigger laughs to get." Zombozo said as he left in a burst. Just as the freaks left the sound of the Omnitrix timing out was heard and a red flas followed, Ben crawled out of an opening in the rubble and reached in to pull out Altera.

"Thanks for covering me from impact Ben."

"I'd rather be the one to be hurt instead of you Altera." Ben said as he passed out, Altera caught him and embraced the young hero before letting him lay in her lap.

Once they were both upright they saw people wandering around almost zombie like and laughing tiredly, they saw Max sitting on the steps, he was also in a tired laughing state.

"Grandpa!"

"Haha! Oh Ben, Altera, Heh. Where did you go?"

"Where did we go? Where'd the circus go?"

"The circus? Uh, I don't know. Uh…I remember we were laughing, ha, it was so funny."

Max then fell asleep.

"Grandpa! Are you ok?"

"Oh uh, I just feel kinda glum, hahaha."

"Then, why are you smiling?"

"Ben, Gwen isn't here." Altera pointed out.

A vehicle was driving along the road, and Thumbskull was the one at the wheel.

"Did you save me a snack for the road?" Zombozo asked as his lackey pulled a curtain aside to reveal some of the audience members including Gwen in the back all laughing away.

The Rustbucket was on the move chasing down the circus freaks.

"Zombozo must have zonked out the entire town during the show while his freaks robbed them blind. But why take Gwen?"

"I don't know…but don't worry…we'll catch that clown."

"It's like all the joy was syphoned from him." Altera deduced.

"Man and I thought clowns were creepy enough before."

"Ben, you're afraid of clowns?" Max asked.

"Yeah they just creep me out, I'm such a looser."

"You're not a looser Ben, everyone has their own crazy fears." Altera said.

"She's right Ben, when I was a boy I was afraid of heights. Well enough was enough and I climbed to the top of a water tower. Sometimes you just have to scare the fear…out of…you."

His vision became blurry as he became tired, he collapsed on the wheel.

"Grandpa!"

Ben went to help his grandfather as Altera steadied the wheel.

"Ben! Get Max loose and stay back!"

Doing what she said he got his grandpa out of the seat and gave Altera room as she flashed into her adult form and took the driver's seat, she steadied the Rustbucket as she continued to drive.

"You know how to drive?"

"There's a lot of things that can be explained for another time."

Ben didn't admit it out loud but Altera's older voice was hot.

"We need to reach them fast, I can't maintain this form for long."

"Grandpa! Are you ok?"

"So, sad. Just so, sad."

"What happened at the Big Hat while we were out?"

A memory came to Max's mind of the moment at the circus. The crowd was laughing, and suddenly spirit like entities flew from everyone's bodies. The spirits floating around Zombozo and his machine.

"I love the sound of laughter, it feeds my soul."

"Ben, Altera may be right on something, Zombozo must steal people's happiness, until there's nothing left."

"And he has Gwen." Altera finished.

She slammed on the gas and the Rustbucket began to move faster, as fast as it could go.

At Zombozo's base of operations, Ben and Altera, who reverted to larva form again were sneaking around. Frightwig was carrying some cargo with her hair as she walked into view with the others.

Ben briefly looked back and was startled by the image of Zombozo, he accidentally knocked a crate over. The noise got the attention of the freaks.

"Looks like someone wanted to watch the show without buying a ticket."

Ben dialed the Omnitrix but it was being difficult. Altera drew her blade.

The freaks all went up an attacked a crate, once it was destroyed with whoever was behind it, they didn't realize that the duo moved to another hiding spot as Ben transformed. He was Upgrade and he took over a ball launcher.

"I don't know what you are, but I will smash you." Thumbskull said.

"Oh yeah? Game on!" Ben fired baseballs at Thumbskull as he charged and nailed him into a sprawl.

The other freaks went after him when Frightwig got caught by Altera who hit a flying knee to her face.

"You little bitch! You still need to pay for almost costing me my hair!"

"Snip snip freak." Altera mocked.

Ben was battling Acid Breath, he fired balls at him but the acidic clouds he produced kept melting them. He then shot liquid acid at him forcing the biomechanical alien to run through cover which got melted.

"Didn't your mom ever tell you its impolite to spit."

"Who do you think taught me in the first place?"

He opened his mouth wide intending to spit again but Ben shot a ball right into his wide open mouth. He then knocked away the freak with rapid fire shots.

"Strike 2!"

He then saw fright wig get tossed over tied in some rope, her hair shorter to a buzz.

"Strike 3, you're out." Altera said.

"My hair!" Frightwig cried in tears.

"Whoa, that's ruthless Altera."

"I could do worse. Come on, it's time to conquer your fear."

Ben took a big breath as the duo approached the entrance to Zombozo's lair. The watch timed at at that moment leaving Ben vulnerable. He then felt a his hand become entwined with Altera's and the warmth he felt before calmed his mind. Hand in hand the two moved, finding themselves in a maze of mirrors.

"Hiya kids! Something tells this young couple would be a barrel full of laughs."

Ben was frightened but Altera held his hand tight.

"Relax."

They ran into a mirror as they went deeper.

"Hey Mr. and Mrs. serious, how about a smile?"

Their reflections changed as their faces looked like Zombozo's, and he grew to encompass much of the mirrors.

The whole place became an illusion as the Zombozos all reached through the mirrors trying to grab at them.

"Keep going Ben, just ignore them and think of something worth being brave for."

Ben thought as his eyes looked to the girl he was holding hands with. He began to feel more confident.

"Aw, isn't that sweet, love is such a beautiful thing, it's worth having a good laugh!"

Everything was becoming more distorted to Zombozo's will, it was maddening to the eyes of normal people.

"Wasn't that your mutt that made my freaks frown, what about that blob? And you girl, with that fancy sword, you trying to be a modern day knight or something?"

"If you're trying to scare me I'll have you know Mephistopheles was creepier of a clown."

"I don't know who that is, but I would like to meet him."

The two found themselves swinging on tight rope swings as transparent images of Zombozo enveloped them.

"Keep going!"

The swing snapped as the two fell on a giant web.

A spider Zombozo approached them.

"Come on kids, you need to learn to loosen up, laugh a little."

"I'll lighten up after I squish you!" Altera said.

"Oh, scary, I like you."

He came up to Altera and put his spider legs to her face.

"Laughing is what keeps me going."

He then cut up the web, the two falling to a center stage. A spotlight shined on them as they stood up, Zombozo approached.

"Now that's adorable, all that trouble and you both hadn't let go of each other's hands, true anchors of support."

In his top hat and on his arms showing through the glass were the countless joy spirits. Ben and Altera were wide eyed as they spotted Gwen in the top hat laughing and looking wrinkled, fire behind her, an eerie sight.

"So I'm guessing you're afraid of old Zombozo son?"

"What's your goal!" Ben said as he clasped firm Altera's hand.

With a snap of his fingers the spotlight came on to reveal the machine from the show containing more joy spirits, a hose moving and latching to Zombozo's back and lifted him in the air.

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

"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 acts to the big cities. Millions of people laughing for me! Making me stronger."

"What a monster." Altera said.

"I want my cousin back!" Ben demanded.

"Cousin? Ha! Didn't you hear? She ran away with the circus!"

Another spotlight showed a dying Gwen breathing laboriously while still chuckling.

Ben gained a dark expression as he let go of Altera's hand and dialed the Omnitrix.

"Hehehe."

"Oh you think your funny, but I'm going to get the last laugh."

He slammed the faceplate and turned into Ghostfreak.

"That ghost form again." Altera said as she backed away unnerved, she swore she could sense another sentient consciousness in it, and it was angry.

"Nice try kid, but I sell the tricks I don't buy 'em."

"I just figured out, there is something I'm even more afraid of then you."

Ghostfreak punched Zombozo wrapping him in the hose as the ectonurite disappeared.

"Loosing my family, to some goofball emotional vampire."

Zombozo was looking around for the ghost alien. Ghostfreak appears behind him.

"In other words."

Another punch right to the clown nose.

"You're going down clown."

A piece of wood flew and smacked into Zombozo sending him into the machine and cracking the glass releasing the joy spirits after an explosion and reviving the victims to normal.

"I'm warning you to back off!" Zombozo said.

"You want to see something really scary."

He unfurled the flaps of his body scaring Zombozo with what was underneath as tentacles came out.

He backed into the busted machine and fell.

"Uh, ah!"

"Aw, now is the clown afraid of old Ghostfreak?"

"Please…no more!" Zombozo begged.

"Boo!"

At his limit Zombozo bloated up and exploded on confetti and smoke.

"That was ruthless Ben." Altera said.

"I could do worse, but even I was freaked out." Ghostfreak replied.

Ben reverted back as he and Altera went to check on Gwen who was coming too.

"What? Ben? Altera? Hey, where's that popcorn?"

The Rustbucket drove away from the freak hideout as everything was over.

"You ok Grandpa?"

"Yeah. Pretty clever, you scaring your fear away like that."

"Haha! Yeah."

"Boo!"

"Oh, hey Gwen, trying out some new makeup?"

"Oh you're no fun anymore." Gwen said as she discarded the mask and walked away.

"Ben?"

"What's up Alter-AAAGH!"

Ben looked behind him to see Altera wearing clown makeup on her face in a rather messy manner.

"Seriously!?"

"Hey, we declared prank war in each other didn't we?"

"Oh, yeah we did, I'm so gonna get you back, just you wait."

"Jokes aside I'm proud you conquered your fear."

"Yeah, even before I scared it away it took something comforting to relax me enough to stand upright."

"Oh? And that would be?" Altera asked with a knowing smirk.

"Uh, well let's just end at tha-!"

Ben was caught off guard as Altera planted a kiss to his cheek.

"Uh, wow, you uh…um…seem to not have a problem…randomly kissing…me." Ben said meekly.

"Hahaha! Maybe cause you have a kissable face."

"Ah! Just wash the makeup please, it's so off putting!"

Everyone just laughed as they moved on to a new venture.

AN: and that is chapter 10! I hope you enjoyed the read and Aw Ben and Altera are just the cutest!

Next chapter: The Luckiest Girl

Bye!