Ch.9: Last Laugh

On a boardwalk, two criminals walked down a ladder to a rowboat so that they could make their escape.

"Knocking over that yacht was a piece of cake," said one of the criminals. But as he looked over the side of the boat, he saw green eyes in the water suddenly flash open and stared straight at him. Then, out of nowhere, a clawed white hand with green webbing shot under the water and pulled him overboard.

His partner looked over the edge seeing only a red beanie on the water before Ripjaws shot his head out of the water and advanced towards him. He panicked at the sight of the fish alien as he ran up the ladder and tried to make a break for it.

"Some people just don't know when to quit," sighted Ripjaws and shook his head as he dived under the water and swam under the boardwalk.

The black–shirted criminal ran for his life as he backed up by a hot dog cart before he looked back, scared beyond belief as he saw a burst of water appear over the edge and saw Ripjaws jump up from out of the water as he landed in front of him and crossed his arms in disappointment.

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.

"I've got a bad feeling about this," said Ripjaws to himself.

And as if his mind was read, the plug that was plugged in an outlet came undone and sent a spark outwards, igniting the fuel and sending a ring of fire all around Ripjaws as he gasped in shock as he started breathing heavily as he got down onto his knees and gasped from the smoke.

(Theme Song:

It started when an alien device did what it did,

And stuck itself upon his wrist with secrets that it hid,

Now he's got super powers, he's no ordinary kid,

He's Ben 10!... (Ben 10! Ben 10!)

So if you see him, you might be for a big surprise,

He'll turn into an alien before your very eyes,

He's slimy, creepy, fast and shiny; he's every shape and size,

He's Ben 10!... (Ben 10!)

Armed with the power, he's on the case,

Fighting off evil from Earth to space,

He'll never stop 'till he makes them pay,

'Cause he's the baddest kid to ever save the day!

Ben 10! (Ben 10! Ben 10! Ben 10!)

"Got to love an old–fashioned fish dry," shouted the criminal.

"I can't breathe," Ripjaws wheezed out. "I need water! Water!" He then crouched down and punched a hole into the pier and dived down into the ocean below and breathed in sigh of relief.

"That guy just messed with the wrong superhero," muttered Ripjaws.

The criminal smiled as he walked away with his loot before Ripjaws jumped out from below the boardwalk and grabbed hi with his jaws, and tossed him into the Knock Down booth, sending the cups flying all over the place.

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

"I don't care what anybody says. You circus freaks are alright by me," said the chief.

"Circus freak? I'm not a circus freak! I'm a superhero," announced Ripjaws proudly as he backflipped down into the ocean as the chief looked down overhead and sighed.

"Looked like a freak to me."

Later, in the Rust Bucket, Ben was playing on his game while Angel watched him.

Gwen looked out the window and noticed a billboard they passed by.

"Zombozo's Travelling Circus of Laughs? Cool," said Gwen with a smile.

Ben looked up from his game and had a nervous expression, but unknown to him, Angel also seemed a little nervous.

"I haven't been to a circus since I was a boy. Sounds like fun," said Max.

"I love the circus," said Gwen.

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

"No thanks," said Angel. "I'm not a fan of the circus."

"Ben," asked Max.

"No thanks. Circus are kid stuff," answered Ben.

"Hello! What are we," asked Gwen.

"You and I are kids and Ben is the best superhero," said Angel.

"Why thank you, Angel," said Ben with a smile and Angel blushed.

"She's just saying that because she likes you," said Gwen with a smirk, which caused Angel to blush even more.

"Well, I like her, too. And if you want to see some stupid circus, fine," said Ben, and Gwen and Angel looked at him in shock at what he just said. He just admitted that he likes Angel, but he didn't even realize that he said it.

"He likes me? He really likes me? But what if he likes me only as a friend? He's got a watch that turns him into super cool aliens and I'm just an 8–year–old girl," thought Angel. "I need to tell him how I feel, but what if that ruins our friendship. But if I don't tell him, than no doubt he'll fall in love with somebody else and my life would be miserable without Ben. No! I need to tell him. I can't wait any longer."

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.

"Oh, looks like the entire town's showed up for the show," said Max.

Ben and Angel walked next to each other as they noticed the posters of clowns plastered on all of the walls of the tents as Ben gulped, and Angel shuddered in fear, feeling the piercing eyes of the clowns staring right into their souls.

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

Then, a spotlight shone down on the ringmaster who announced 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. He was carrying a rather large crowbar. He the grunted as he bent the bar over his neck with seemingly no effort, causing the crowd to 'ooh' and 'aah' 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, and 5 orange tentacles of hair. She also wore flat shoes. She used her hair to handle the bent bar with a smirk.

"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 of the darkness… and he was the ost freaky of them all. He had pale skin. He had red eyes with different–sized pupils, and little bits of straight black hair poking out of the top of his head. His outfit was black with bright yellow stripes on his arms and he had a little bit of 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.

"And I thought Stinkfly smelled bad," said Gwen.

"That's disgusting," said Angel.

Acid Breath breathed out, letting out an absolutely putrid breath that melted the beam and the anvil alog with it.

Ben and Angel walked away, leaving the rest ouf the crowd impressed. They walked to a clearing and saw a sign that said 'Keep out'.

"Are you sure about this, Ben," asked Angel.

"I'm just gonna take a peek," said Ben as the pair looked through the slight gap in the curtains as they held their breath when they saw a rather large looking clown in front of the mirror.

"Howdy folks! Are you ready to laugh," he practiced as Ben started to twitch. "Perfect. You're gonna knock 'em… dead." He then licked his teeth with his rather long and freaky–looking tongue as Ben and Angel backed up , scared before Angel bumped into Gwen.

"Hey," shouted Gwen as Ben and Angel shouted back in fright with Angel hugging Ben for dear life.

"Don't do that," said Ben as he held Angel tightly.

"What's your malfunction," asked Gwen.

"What do you mean," asked Ben.

"Ever since we decided to go to the circus you've been acting weirder than normal. What are you afraid of," asked Gwen.

"I'm not afraid of anything," stated Ben and looked at Angel. "Are you afraid?"

"Not at all," said Angel, trying to sound brave.

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

"After you," said Gwen.

Ben and Angel 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 Laugher is proud to present the Sultan of Smiles, the Crown Prince of Chuckles, the Rub Tickler himself, the star of our circus: Zombozo the Clown!"

A tiny pink clown car drove into the tent's area and screeched to a halt as Zombozo stepped out of it and presented himself to the crowd. He had red hair and pale skin. His jumpsuit was stripped purple and grey, matching his bow tie. He wore big black shoes, fingerless gloves, and a top hat.

The crowd in front of him laughed hard while Ben and Angel just looked freaked out by Zombozo.

The car drove away on its own, honking its horn before it turned back towards Zombozo who smirked at it before giving it a "bring it on" gesture with his hand. He then reached into his sleeve and pulled out a red bullfighters cape before the car zoomed in and hit the car 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," Zombozo announced as the shadows behind him faded and revealed some sort of generator that glowed with blue lights that glowed harder as the crowd laughed. "That's a Zombozo guarantee."

Ben stood up kind of feared.

"I'm gonna go get some popcorn," said Ben.

"I'll come with you," said Angel and Ben nodded, and both of them ran out of the tent like their lives depended on it.

"What's wrong with those two," asked Max.

"You're asking me," asked Gwen. "I stopped figuring them out a long time ago."

"I was never very good at math," said Zombozo. "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 Gwen and zoomed into her eye to reveal the freakish clown in front of her.

"Aah, super alive… for now," said Zombozo.

Ben and Angel ran out of the circus and gasped for breath as they looked at each other with a nervous look.

"There's nothing funny about clowns," yelled Ben and Angel nodded in agreement.

"Tell me about it. I panic even at the mention of clowns," said Angel and then she looked at Ben with determination, knowing that now is the time. "Ben, there's something I need to tell you."

"What is it? Is something wrong," asked Ben, worried.

"No, nothing's wrong. But it's important," said Angel.

"What's the matter then," asked Ben.

"It's just, from the moment we met in that forest, I've never felt happier in my life. You've done so much for me. You saved my life a couple of times and I'm thankful for that, but you probably already know it. But that's not what I wanted to tell you," said Angel nervously and Ben looked at her curiously.

"Where are you getting at," asked Ben.

"The thing is, I fell in love. I fell in love with you," confessed Angel and Ben looked shocked. "I know you probably don't feel the same way, but I just had to tell you my feelings."

Ben just stared at her in shock. He never thought this would happen. It's true that he and Angel have been good friends, but he never imagined that she would fall in love with him. His thoughts were interrupted when he heard sniffing. He looked at Angel and saw that she had tears in her eyes.

"I'm sorry, Ben. You must I'm some sort of a weirdo. I probably–," started Angel, but stopped when she felt Ben hugging her. She couldn't help but hug him back.

"Look, Angel. You're an amazing girl and you're brave, cute and smart. You're my best friend. And to be honest I don't know much about love, but if you're really in love with me, then I don't mind. But it'll take some time for me to love you back, 'cause like I said, I don't know much about it," said Ben softly as he rubbed Angel's back.

Angel couldn't help but hug him tighter. "He didn't reject me! He doesn't mind that I love him! I just need to be patient."

Her thoughts were interrupted when they heard a crashing sound like glass shattering. They let go of each other, but Ben grabbed Angel's hand and ducked behind a car to investigate.

Much to their surprise, the saw Thumbskull, Frightwig and Acid Breath looking at each other in front of a jewelry store window, which they obviously shattered.

"It's those freaks from before," whispered Angel.

"They're not just incredibly creepy, they're downright evil," stated Ben.

"Ben, what if this is a set–up," wondered Angel and Ben looked at her. "I mean, maybe Zombozo's show is just a distraction while these creeps rob the stores. They must be working together."

"If that's true, then grandpa, Gwen and everybody in that tent must be in trouble," said Ben and they continued watching the evil trio.

The freaks walked towards the stores and set out to stealing as Ben and Angel could only watch.

Thumbskull walked into the store whose window he shattered and grabbed all of the jewels in his hands.

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 the bank's 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!"

Ben activated the Omnitrix and looked at Angel. "Angel, I want you to stay here. These guys are no messing around and I don't want my future girlfriend to get hurt." Ben pressed the hourglass of the watch and was engulfed in a bright green light. When the light faded, in Ben's place stood Kickin Hawk.

Angel couldn't help herself and blushed deeply when Ben called her future girlfriend.

Thumbskull walked, holding two TVs in his arms, but he gasped when he saw Kickin Hawk landing on top of the car and glared at him.

"You're not going anywhere," snarled Kickin Hawk before launching himself at Thumbskull, and kicked him right in the chest, sending the strongest freak flying into a nearby wall.

Frightwig tried to retaliate by wrapping her hair around Kickin Hawk, but to no avail as he was too fast and kicked her hair tendrils back.

Kickin Hawk then bounced on top off the getaway car and used his sharp claws to tear the roof open, letting the cash and valuables loose as he topped it over.

"Hey, that's our stuff," shouted Thumbskull.

"No wrestling hawk is going to steal our loot," said Acid Breath. "Get him!" He then breathed out towards Kickin Hawk before he leaped out of the way and his breath melted what was left of the getaway car.

"Okay, that guy makes Stinkfly smell like roses," said Kickin Hawk.

He landed between the two freaks and swept Frightwig off of her feet before she looked at Kickin Haws, who was glaring at her.

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

Thumbskull nodded and ran off as his partner ran to engage Kickin Hawk.

Unfortunately for them, Angel was hiding nearby and heard them. "So it's not Zombozo working for them. It's them working for that clown. How am I gonna warn Ben without those two seeing me?"

Back at the circus, Zombozo was looking absolutely drunk at the laughter that he was feeding off from the crowd with an absolutely maniacal laugh.

"Laughter really is the best medicine," said Zombozo. "For me!"

Thumbskull then walked in as the crowd continued laughing.

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

Zombozo got an angry look at the fact that his show had been interrupted.

"How many times have I told you not to bother me while I'm eating," asked Zombozo angrily.

"We, uh, ran into a bit of trouble," said Thumbskull.

Zombozo glared at that statement.

Kickin Hawk had the other two freaks pinned down as he glared at them.

"Did you really think you had a chance against me," asked Kickin Hawk.

Suddenly, a hat appeared and Zombozo appeared in a flash of confetti with Thumbskull behind him.

"I heard you're full of tricks," said Zombozo. "Let's see if you know how to play dead."

He then brought out a giant mallet and hit Kickin Hawk in the chest hard, sending him crash into the radio tower.

"I didn't know clowns were such heavy hitters," muttered Kickin Hawk.

Angel saw what was happening and ran up to Kickin Hawk, despite her promise to stay hidden.

"Ben, are you okay," asked Angel, worried as Kickin Hawk slowly stood up.

"Oh, so you've got yourself a friend," said Zombozo as he slowly walked towards them.

Both Angel and Kickin Hawk were terrified of the clown and Kickin Hawk grabbed Angel and backed behind the tower supports.

"That's not a Hawkeye! It's just a chicken," boasted Zombozo.

His minions were confused as they looked at Kickin Hawk, who looked terrified while holding Angel tightly against his body.

"Bring the certain down on him," shouted Zombozo.

Acid Breath breathed out and melted one of the tower's legs while Frightwig wrapped her tendrils around another leg and started to pull the tower down and Thumbskull used his brute strength to break the third leg.

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

The tower started to cave in on Kickin Hawk and Angel as they looked up in shock and Kickin Hawk brought Angel to the ground, and wrapped his entire body around her to keep her safe, and the tower fell right on him.

Thumbskull picked a piece of rubble and nodded. "Chicken and girl gone. I don't think they could've done that."

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

He vanished in a puff of smoke and confetti before his minions ran off back to the circus.

At the rubble, Kickin Hawk managed to stand up, pushing the rubble away, and helped Angel stand up.

"And my parents wonder why I hate clowns," said Kickin Hawk and the Omnitrx timed out, turning Kickin Hawk back to Ben.

"What are we going to do now," asked Angel.

"We need to find grandpa and Gwen," said Ben and looked at Angel. "But I want to know what were you thinking for coming out in the open like that? I told to stay hidden!"

"I know, but when I saw you hitting the tower, I got worried that you might've been hurt. I know that you can take care of yourself, but I just don't want to see you getting hurt. I really love you and I don't know what I would do without you," said Angel as tears started to form in her eyes.

Ben didn't know what to say and did the first thing that came in his mind. He wrapped his arms around Angel, and brought her into a tight hug.

"I know you're worried, Angel. But I'm worried about you, too when you get into the harm's way and I don't know what I would do if I lost you," Ben whispered in her ear and then kissed her on the cheek, much to her shock and happiness.

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

Ben and Angel ran up to him.

"Grandpa," Ben said as he shook him, but he continued to chuckle. "Grandpa, are you in there?"

"Oh, Ben, Angel. Where'd you go," asked Max, finally noticing the children.

"Where'd we go? Where'd the circus go," asked Angel.

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

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

"I just *chuckle* feel kind of glum. That's all," said Max as he started chuckling again.

"Then why are you smiling," asked Angel and then she saw Ben's look of realization. "Ben, what is it?"

"If grandpa's here, then where's Gwen," asked Ben.

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

"Did you grab me a snack for the road," asked Zombozo.

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

Zombozo smiled as he put his eyes back on the road ahead.

Little did he know, the Rust Bucket was hot on his trail as Ben, Angel and Max followed him.

"Zombozo must've zonked out the entire townduring the show while his freaks robbed everyone blind," said Ben. "But why kidnap Gwen?"

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

"Yeah," said Angel as she nervously rubbed her hands together.

"Who would be afraid of a silly old clown," asked Ben, just as nervous.

"Ben, Angel, what's bothering you," asked Max as the kids looked up nervously as Ben nodded.

"Okay," said Angel as Ben grasped her hand. "I'm afraid of clowns."

"Yeah, me, too," admitted Ben. "It all started when my parents took me to the circus when I was 4 years old. It was so scary for me back then. They just freak me out."

"We're such losers," said Angel sadly.

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

His vision suddenly blurred and lost consciousness at the wheel.

"Grandpa," shouted Ben as he unbuckled his seatbelt and grabbed the stearing wheel as the Rust Bucket started going off the road.

"Do you how to drive," asked Angel, panicked.

"How am I supposed to know when I'm too young to drive," asked Ben. "Whoa!"

The RV was sent flying off the road at a barrier they crashed through and was sent flying into the unmarked road behind it.

"We're going to crash," shouted Angel.

"We need an anchor fast," said Ben as he looked at the switches and flipped one, unrolling the awning and Ben looked at it through one of the mirrors. "Come on, come on."

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

"That's not good," said Angel.

"Hold on," said Ben as he gave a sharp turn and slammed on the breaks as Angel lost her footing and the Rust Bucket finally came to a stop, and Angel smiled to Ben.

"That was close," said Angel.

"Yeah," said Ben as he looked at his grandpa. "Grandpa, are you okay?"

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

"Grandpa, what happened inside the big top? After Angel and I left," asked Ben.

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 Zombozo was hooked up to.

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

*End Flashback*

"Ben, Angel," said Max. "I think Zombozo robs people of more than just their possessions. I think he steals people's happiness. Until there's nothing left."

Ben gasped as he came to a realization. "And he's got Gwen!"

The Rust Bucket had arrived at the abandoned fairgrounds and Angel sneaked out behind the giant crates as Ben gestured to her that he saw keeping watch. He looked and saw Thumbskull, Frightwig and Acid Breath carrying some crates as he nodded.

"I think that those crates carry the stuff the robbed," said Ben.

"We've gotta do something," said Angel as the turned around and were face–to–face with a giant poster of Zombozo, which caused them to gasp and bumped into the crates behind them, which fell over, catching the attention of the Circus Freaks.

Frightwig giggled as they looked to see Ben and Angel brace themselves.

"Looks like we've got some kids who want to see the show without buying a ticket," said Frightwig as pulled off Acid Breath's mask, and then looked at Angel. "Hey, you seem kind of familiar. It's like I've seen you before."

"You know her," Ben asked Angel, who shook her head.

"No. I've been with you, Gwen and Max ever since you saved me from that forest where my parents left me for a few days," said Angel as she hugged Ben, but Frightwig's expression suddenly changed.

"Impossible! I thought you'd be dead by now," snarled Frightwig, much to everyone's confusion, excluding Angel, who looked at Frightwig and her eyes opened in realization and hid behind Ben in fear, and hung onto him.

"Angel, what's wrong? Tell me," said Ben in concern as he hugged Angel back.

"Ben, there's something I need to tell you," said Angel with tears in her eyes and looked at her crush. "Frightwig's my mom."

"SAY WHAT!? She's your mother," asked Ben, shocked by this sudden reveal and Angel only nodded and hugged Ben tighter.

"Ben, please don't leave me. I might be her daughter, but I'm not like her. You've got to believe me. You're all I've got and I really love you. Please, Ben, don't leave me," said Angel as she cried into Ben's chest, wetting his T–Shirt with her tears in the process.

Ben didn't know what to do and just watched the 8–year–old crying her eyes out. How was he supposed to react? He just learnt that Angel's mother was working for a psychotic zombie clown. Before he could do something, his thoughts were interrupted by a laugh.

"Oh my, how pathetic can you be? You, fell in love? Ha, ha, ha, that's rich," laughed Frightwig and looked at Ben. "Look, kid. Let me take her and throw her off a cliff or something. She's nothing but trouble."

Ben suddenly felt something he rarely felt. He looked at the crying Angel and pulled her away, much to her confusion and fear, and looked at Circus Freaks with pure anger.

"No," said Ben in a cold voice. "I won't let you take her away so you could hurt her. She's my best friend and maybe my future girlfriend and I won't let anyone hurt her, including you!"

He then activated the Omnitrix, turned the dial, and slammed down the hourglass when he found the alien he wanted to transform into, and was engulfed in bright green light. When the light faded, in Ben's place stood Shocksquatch.

"And one more thing. If you want to get to her, you'll have to go through me first," said Shocksquatch firmly as his body sparkled in electricity.

Angel didn't know how to feel. When Ben pushed her away, she was confused and scared that he was going to take her back to Frightwig, but all of that fear vanished the moment Ben transformed into Shocksquatch and had said that he'll never give up on her and he won't let anyone hurt her. Right now, she didn't feel anything else except for pure love for Ben as he got ready to fight the Circus Freaks, but she knew she couldn't relax just yet, because she knew that Ben would want an explanation.

"Suit yourself, kid," said Frightwig and turned to Thumbskull and Acid Breath. "Get him!"

Thumbskull charged at Shocksquatch and tried to punch him, but Shocksquatch ducked and punched Thumbskull in the gut with an electrified fist and delivered an uppercut, sending Thumbskull flying into some crates.

Acid Breath breathed out some acid, but Shocksquatch got out of the way by jumping and landing on a tower of crates, but Acid Breath breathed out some more acid and Shocksquatch once again avoided it and fired a blast of electricity at Acid Breath, electrifying him.

When Shocksquatch landed on the ground, Frightwig wrapped her hair around his wrists, and tried to pull him, but Shosksquatch was too strong and grabbed her hair, and started spinning Frightwig around. He let go of her sending her flying into some crates.

However, because he was focused on Frightwig, he didn't notice Thumbskull recovering and tackling him, and pinning him to the ground, soon joined by Acid Breath and Frightwig as they tried to keep Shocksquatch pinned.

Suddenly, a rock came out of nowhere and hit Acid Breath in the face. The freaks looked up and saw Angel holding a few small rocks in her hands.

"Let the love of my life go," said Angel as she threw some rocks at Thumbskull, but he appeared to be unaffected.

Because of Angel's distraction, they failed to notice Shocksquatch, who slowly started to get up even with all Circus Freaks on top of him, and unleashed the biggest blast of electricity ever from his body, sending the Circus Freaks crashing through a column, knocking them unconscious and glared at them.

"If you even lay a finger on Angel, you'll be very sorry," said Shocksquatch firmly as Angel slowly walked up to him.

"Are you okay," asked Angel and Shocksquatch nodded, and looked at her. "I guess you want answers, right?"

"Of course I do. Why didn't you tell me that Frightwig was your mother," asked Shocksquatch.

"Well, I was so nervous about the whole 'going to the circus' thing that I didn't recognize her when we saw her for the first time," said Angel. "And it seems that she decided to forget everything about me, considering that she didn't even recognize me when you, as Kickin Hawk, battled them earlier."

"Okay, that explains a few thing, but now I want you to do something for me," said Shocksquatch.

"Let me guess. You want me to leave you alone," said Angel sadly and Shocksquatch looked at her confused.

"Why would you think that? No, that's not what I want from you," said Shocksquatch as he put his hand on Angel and she looked up at him. "Look, I'm not angry at you. Just promise me that if we encounter your father by some reason, you'll tell me so I could keep you safe, okay?"

"Okay, I promise," said Angel as she smiled and hugged her crush, who returned it.

"We've got a lot of things to talk about, but right now, there's a clown that we need to stop," said Shocksquatch.

"'We'," asked Angel and Shocksquatch nodded.

"I have the feeling that I might need some help," said Shocksquatch and Angel nodded, and the duo walked up to the tent as they gulped.

"We can do this," said Angel.

"You're right. It's just a guy with a red rubber nose and big shoes. Nothing Shocksquatch can't handle," said Shocksquatch, but then the Omnitrix timed out, much to his dismay. "Whose side you're on anyway!?"

The two looked around, always vigilant for Zombozo and Ben walked and saw a mirror and was shocked as he stepped back and came to the realization.

"Oh great. Now you're afraid of your own reflection," groaned Ben.

"Ben, I have the feeling that he's leading us into a trap," said Angel as she grabbed Ben's hand.

"Trap or not, we've got to stop him," said Ben.

The evil clown detected their presence approaching and smiled his wicked and ugly smile to himself as he glared.

"Hiya, kiddos! Something tells me you'd be a barrel full of laughs," said Zombozo.

Ben glared as he and Angel just kept walking before Ben walked into a mirror before he recovered and rubbed his nose. He then noticed his and Angel's reflections turned back towards him with a clown face before it morphed into replica of Zombozo and Ben glared.

"Hey there, Serious Kids! How about a smile," asked Zombozo.

Ben brought Angel closer to him to protect her as the mirrors turned into a darkened version of Zombozo and they all reached towards them as they across the hall, not letting him get to them.

"What's your stories, morning glories? Was that hawk yours who gave my freaks such frowns," continued Zombozo.

They ignored him as a jack–in–the–box style Zombozo head popped in front of them.

"What about that yeti outside?"

They 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 Ben and Angel flying. "Are is the boy some kind of a freak?"

"I'm not a freak," shouted Ben.

Then, a fiery image of the insane clown's head smiled at them as Ben glared at him and Angel looked away in fear and suddenly landed on two trapeze swings, flying through a giant Zombozo head before the ropes of the swings broke and they went falling down into the darkness before landing on a spider's web. They struggled to break free and Angel closed her eyes as she held onto Ben tighter.

"This is it! We're gonna die," cried Angel.

A spider with Zombozo's head started descending the web towards them as they struggled. "Come on, kids! You've got loosen up. Laugh a little." He then brushed Angel's face with his front legs as Ben sneered. "It's what keeps me going."

"Keep your twist psychopathic hands away from her," shouted Ben.

"Oh, worried about your girlfriend, aren't you," asked Zombozo as he sliced them of the web, sending them falling into the dark void again.

The fall seemed to go on forever, but Ben and Angel eventually landed hard on the solid ground. A spotlight shined on them from above as Ben pushed himself up and then helped Angel sit up, soon realizing that they were at the circus' center ring. They heard footsteps from behind and they turned around, coming face–to–face with Zombozo.

Ben noticed several spheres on his arms contained the souls and happiness of the patrons of the circus. He and Angel then gasped as they realized that the only soul in his head was Gwen's, looking really shriveled and wrinkled in a void full of fire while still laughing uncontrollably.

"You're not afraid of old Zombozo, are you," asked the clown.

"What do you want," asked Ben.

Zombozo smiled and snapped his 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 Zombozo's back right on the nose of clown symbol on his jacket. He then started floating in the air and laughed maniacally. "Only what every clown with floppy shoes wants: to make people laugh! Then drain their positive energy like a sponge at a pool party! Is that so wrong?"

"Only a psychopath would think draining energy is normal," said Angel, trying to sound brave while holding onto Ben for dear life.

"Is that the machine you used to suck the happiness out of your audience," asked Ben.

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

"I want my cousin back," shouted Ben.

"Cousin," asked Zombozo. *gasp* "Didn't you hear? She ran away with the circus!"

Zombozo gestured to his right as a spotlight shone down on Gwen, lying unconscious and looking absolutely wrecked as she chuckled weakly.

"Angel, go to Gwen," said Ben as he looked at her.

"What, but I want to help," said Angel.

"I'll take care of this creep," said Ben as he then glared at Zombozo. "You think you're funny, but I'm gonna get the last laugh."

Ben activated the Omnitrix and slammed down the core, and was engulfed in green light. When it faded, in Ben's place stood Ghostfreak.

Angel, knowing what Ghostfreak was capable of, made her way to the unconscious Gwen and tried not to think of how Ghostfreak was gonna take on Zombozo.

The clown stood as the Ectonurite floated in front of him, pissed off. "Nice try, kid. But I sell the tricks. I don't buy them."

"I just figured there's something I'm even more afraid of than you," said Ghostfreak as he soaked him in the face, wrapping him up in the Cyclown's core as he glared at Ghostfreak. "Losing my family to some goofball emotional vampire." Ghostfreak then vanished, causing Zombozo to look around. "In other words…" Ghostfreak appeared behind him and struck him in the nose before vanishing again. "… you're going down, clown!"

Zombozo nervously looked around for Ghostfreak as he couldn't find the Ectonurite anywhere when suddenly he was hit by a wooden board by Ghostfreak, sending him sprawling into the Cyclown, causing it to overload and implode, sending all the happiness where it belonged. The blue souls went out of the building and searched for their rightful owners, finding them and restoring the happiness all over the city. Nay, all over the country.

Gwen's soul returned to her while Angel was sitting next to her as Ghostfreak glared at Zombozo.

"I'm warning you to back off," said Zombozo, though he knew he had already lost.

"You wanna see something really scary," asked Ghostfreak as he opened his skin and showed his true form to Zombozo, revealing several black and white striped tentacles growing out of his stomach.

Unfortunately, Zombozo wasn't the only one who saw them and Angel could definitely tell that from all ten aliens, Ghostfreak was the scariest one.

Zombozo screamed in terror as he disconnected from the destroyed machine and backed away nervously.

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

"Please! No more," begged Zombozo as Ghostfreak took a deep breath.

"Boo," said Ghostfreak as he got ready to strike Zombozo, but the clown screamed before exploding outwards in a puff of confetti as Ghostfreak winced a little. "Okay, that kind of freaked even me out." Then Omnitrix then timed out and Ben walked over to his cousin with a smile after receiving a hug from Angel.

"What happened," asked Gwen as she saw Ben and Angel. "Oh, guys. Hey, where's that popcorn?"

The Rust Bucket left the fairgrounds as the police arrived and took the Circus Freak into custody as Ben looked at his grandfather.

"Are you feeling okay, grandpa," asked Ben as Max smiled at him.

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

"Boo," Gwen popped up, wearing a clown mask, trying to scare him.

"Oh, hey Gwen," said Ben, not even flinching from that. "Trying a new makeup? That's a good look on you."

"Aw, you're no fun anymore," complained Gwen as she threw the mask down.

"Nice one," said Angel as she walked up to Ben and smiled when he got an idea.

"Hey Gwen," called Ben and his cousin turned to face him. "It seems that I'm more mature than you."

Gwen was about to argue, but stopped when Ben suddenly put an arm around Angel's waste and kissed her on the cheek, much to the 8–year–Old's surprise and happiness, causing Gwen to look in shock and faint, and Ben laughed.

To be continued…

Hey, everybody. Sorry if I made you wait this long. I was gonna post this chapter at the beginning of the week, but got depressed when I heard what happened on WWE this Monday regarding Roman Reigns since he's my favorite wrestler.

Anyway, I hope you enjoyed this chapter. I bet most of you were surprised to learn that Frightwig was actually Angel's mother. So, I'll try to post the next chapter before 2019. I'll see you next time. Until then, have a nice day.

R&R