At a pierside carnival, two robbers climb down a ladder into a getaway rowboat with a bag of loot. They seem pretty happy with the choices they made as they celebrated.

"Oh boy! Knocking over that yacht was a piece of cake!" one of the robbers said.

"You said it, now let's make a couple of bananas and split before someone gets their heels on us." The other robber agreed.

Before they could leave with their ill-gotten gains, the first robber notices bubbles in the water next to him, and leans in to look closer. A glowing pair of eyes meet his from under the water. An arm suddenly emerges and grabs the robber by the face, pulling him under. The 2nd robber turns around, not having seen what happened. He spots the 1st robber's beanie floating in the water.

Slipstream's face rises from the water and stalks him. Panicked, he runs back up the ladder and across the pier, with Slipstream following him underwater. The robber stops to pause and look behind him. Slipstream flies onto the pier in a tornado of water. The robber backs up until he touches a hot dog cart behind him, running behind it and pushing it over. Hot dog wieners and gasoline spill out from the cart and surround Slipstream's feet. Unexpectedly, a loose wire from the cart lands on the trail of gasoline, sparking it and setting it ablaze.

Fire now surround Slipstream, who gasps in shock, only to groan in annoyance. "Playing dirty. I'm surprised you didn't try to kick me back and then try to start a fire, you absolute moron." Slipstream remarked, trying to avoid the fire. He could feel his lower body drying out, cracking and feeling weak.

The robber laughed heartily. "Gotta love an old-fashioned fish-fry! Sayonara, you mermaid-lookin' freak!" the robber said, running away. Slipstream was about to go after him, but his legs began to dry out, and he collapsed amongst the flames, feeling his usually moist skin drying out fast, and was now developing a real difficulty to get his breath.

"Hey, can't breathe... (gasp) water... (gasp) I need water..." He weakly called out, his voice getting raspier by the second.

Slipstream collapses to the floor, gasping for water, as the air he was breathing from the fire was like a serious obstruction in his lungs. However, he gets an idea and punches the wooden floor below him, falling back in the water and being able to breathe again. The robber confidently starts walking away, but Slipstream quickly bursts through the floor under him, gripping him in his hands and throwing him into a carnival game stand, knocking over a pile of cans.

Before Slipstream can go over to the robber, the robber then shoots back up and lands a lucky punch on the hero, knocking him back. The robber got closer, attempting to land a finishing blow, but he then felt a sudden jolt go through his body, then collapsed unconscious. Standing on top of the unconscious twitching robber, was Kevin, who managed to sneak behind, and taze the crook, as a couple small wisps of smoke trail off of Kevin's hand.

Kevin walked over to Slipstream and pulled him up to his feet. "You alright, bud? That guy got a lucky hit on you." Kevin asked.

Slipstream shook his head and looked at the unconscious robber, twitching as they groan weakly. "I'm fine, I should've been a bit more cautious. Thanks for asking, man. By the way, nice sneak attack! He didn't even hear you coming." Slipstream reassured.

Later, the same robber is being arrested. An officer speaks with Slipstream as Kevin escapes the scene. "You know, I don't care what anybody says, you circus freaks are OK in my book!" The cop mentioned.

Slipstream looked confused, then a bit disappointed. "'Circus freak'? I'm not a circus freak, I'm a superhero! We're all superheroes, whether we have powers or not." Slipstream restated. Slipstream leaps backwards off the pier and into the water majestically.

"Ehh, looked like a freak to me..." the cop mumbled.


As the Rust Bucket passes through town, it stops at a red light; Gwen reads a sign on one of the small stores from her rearview mirror.

"Zombozo and his Travelling Circus Trio of Laughs"? Cool! Can we go see it, Grandpa?" Gwen asked.

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

"I love the circus!" Gwen said, lighting up as she smiled.

"I'm probably not gonna see the whole thing, it's not my style. Circus is kids' stuff, and I'm not really looking forward to hearing the word 'freak' tossed around so casually," Kevin remarked. "That and who goes to the circus to laugh?" Kevin questioned.

"I'm with Kevin on this one, I just don't like the circus." Ben agreed, trying to shrug off a cold shudder that crept up his spine.

"Well, we're gonna go, and I want you two to stay out of trouble. Besides, this might be one circus you enjoy, Ben." Max stated.

Ben groaned. "Fine, we can go to the circus, but I'm not stepping foot in that tent, even if it means you have to stuff me in a bag to get me in." Ben remarked.

Kevin leaned over and pat Ben on the back. "Hey, it's probably not as bad you think. I'm not gonna find anything funny about a few dopes doing comedy acts, it's just not my thing." Kevin added.

Gwen looked at Kevin curiously. "Have you even seen a circus before?" she asked. Kevin was about to answer, but he didn't actually recall the last time he had been to a circus, so for all he knew it had changed. That, and Kevin just couldn't seem to say no to Gwen, it was an odd feeling, but it didn't last once he changed his mind.

"And I'm outnumbered, again. Great." Ben said in defeat.

After a quick turn around, the RV moved to the location of the circus's set up. They walk to a big top circus, set up in the middle of what looks to be a park. Lots of people are walking in with them. "Ooh, looks like the entire town's turned out for the show! This must be one of these rising upstarts I've heard so much about." Max said with excitement.

Ben looked around and shuddered. Gwen and Kevin noticed this and kept an eye on him. Gwen saw the expression on her cousin's face. Terror and unbridled fear. Gwen looked at Kevin, then back at Ben, who seemed to be trying to hide his face in his hands. 'I know I should be enjoying this, seeing my doofus cousin lose his composure... So why aren't I?' Gwen thought. She was about to ask what was on her cousin's mind, until she saw Kevin shaking his head disapprovingly.

Gwen and Kevin got a fair bit of distance away from Max and Ben, and talked in whispers. "What's your deal, Kevin?" Gwen asked suspiciously.

Kevin raised an eyebrow at the orange haired girl. "What's your deal? Something doesn't seem right about this. It's been a while since I've been to a circus, but this doesn't feel like a circus, if you catch my drift," Kevin gestured towards Ben, who looked petrified by fear, seeing a couple people dressed as clowns walk by. "And I think Ben-O's got a couple skeletons in his closet, if you know what I mean." Kevin explained.

Gwen watched as Ben shuffled his feet, practically dragging his feet on the concrete as he moved forward to the tent. It was like Ben was trying to keep himself from moving any closer, but something pulled him along, and he was trying to resist. It was quite the sight to see Ben acting like a scared little kid, but the way he moved around, the way his body language spoke, it was like he was being led to the entrance against his will.

Gwen and Kevin look at each other, and move inside the tent, looking at Ben one final time as Ben just stops and stares at a poster, or rather, tons of posters. They all feature a clown with crimson hair, a toothy grin and a big top hat, this "Zombozo". The clown's eyes seem to stare Ben down.

Max looks at Ben, and for a moment, can see Ben's face turn green, then a pale white. Ben shudders and color returns to his face as he looks at his grandfather. "I don't know why, but I think I'm going to be sick... I should head back to the Rust Bucket and lay down a bit, besides it's probably sold out. We're probably just wasting our time." Ben said nervously.

Max looked at his grandson. He saw a wave of unease overtake Ben, despite him walking into the tent. Max turned towards Gwen and Kevin, who noticed Ben's behavior all the same. "Has he always been like this?" Kevin asked, wondering what's up with his friend.

Max sighed. "We'll have to look into this after the circus. Though, we should keep an eye on him, just in case. He looked pale, like he just came down with something ghastly." Max stated.

The three walked into the tent, unbeknownst to them, that something was watching them from the shadows.


The Tennysons found their seats, noticing Ben staring down at the floor, shaking and trembling with a wide-eyed expression. Before they could ask what was wrong, a spotlight suddenly shines on a circus barker, who stood on a colorful pedestal, shouting to the crowd.

The circus barker raised a megaphone to his mouth and began to speak. "Step rrrrright up and see! The baroness of basket cases, the locker of loose lips that sinks ships. You love her, you love to hate her, and she tolerates you all equally, and she's a real wild card too! Give it up for the wackiest woman ever, HARLEY QUINN!" The barker introduced.

From out of nowhere, a slender and crazed woman fell from the sky and landed on her feet. Her skin was pale white, and she was dressed up in a black and gray body suit with frilly clown aesthetics. She also wore a jester's cap, and was equipped with a comically large mallet. Several guys in the crowd, from teenagers to adults cheered and whistled as the woman smirked.

The woman laughs and slams the ground with her mallet as she flips into the air, landing on her two feet as she gives a wink to the audience. The crowd is stunned, but amazed. The woman pulls out a golden heart, and a planter's pot with soil in it. She tosses the small golden heart into the pot, only for it to reveal someone else as they somehow crawl out of the pot, covered in soil.

"...And presenting, her green thumbed partner in crime, POISON IVY! When this beauty gets in touch with nature, there's no telling what can happen!" The barker announced.

A pale green-skinned woman with long red locks of hair stood in a standoff-ish pose. She was clad in a black one piece suit as she began to move and twist vines and roots at her command, letting flower petals bloom from her fingertips. She looks towards the Tennysons and smiles, winking as she lets the petals flutter into the crowd, driving the audience mad as they cheered and applauded, even Gwen, Kevin and Max were impressed. Ben, on the other hand, didn't look to be having that much fun with the spectacles.

Her vines coil and fold the golden heart into a small origami dog and places it aside on a pedestal, where another figure comes in. "...And last but not least, the freak whose unique skill is as terrifying as the burlap on his face! Give a rousing scream for SCARECROW!" The barker announced.

A covered up man steps forward. He was dressed in gray and black burlap sacks, with golden ropes that tied his bags together. The strange Jack-O'-Lantern face that was cut into the sack, it didn't seem to show anything, let alone anyone behind the sacks. He opens his mask's mouth and exhales, his visible green breath completely envelops the room, causing everyone, even the Tennysons, except Ben, to see the origami dog suddenly grow and look more like an origami Cerberus. Everyone was freaking out, but then everyone began to cheer and applaud for the spectacle they saw.

"This is so cool!" Gwen exclaims.

Ben, on the other hand, saw the origami Cerberus as something more real. The paper faded and revealed an aggressive and beastly three-headed hound, snarling and barking as Ben was trying to look away. As the Cerberus faded away in a green smog, Ben felt dizzy, and almost felt as if it was harder to breathe.

Feeling as if he was suffocating, Ben sneaks away to get some fresh air. Kevin, was a bit impressed by the spectacle, but he wasn't really entertained. Kevin looked over at Ben, only to see he was gone. Kevin looked around and saw him leaving, clutching his head as he snuck away. Curiosity peaked Kevin's interest, and decided to find something out.

Kevin nudged Max's side, getting his attention. "I'm gonna see if I can get us some snacks. I'll be right back." Kevin stated, getting up from his seat as he went after Ben.


As Ben gets further away from the tent, and finally finds an exit, everything starts to go back to normal as he escaped the gas. Ben looks around, only to notice that he didn't go through the same entryway that led him inside. He was now within some kind of smaller corridor, created by the tents that most likely belonged to the people that were part of the circus.

Ben felt uneasy and tried to find a way out, only to stumble upon one of the tents. It was tattered, dusty, covered in dark stains and burned off sections that made it seem abandoned. He noticed a 'Keep Out' sign plastered on the front of it, but saw light coming from within.

He peers in and sees Zombozo himself, sitting and rehearsing in front of a mirror. "H-H-H-HOWDY FOLKS! Are ya ready to laaaugh?" The clown thought about it and then put on some kind of top-hat. "Perfect. You're gonna knock 'em... dead." The clown said in a sinister tone, licking his teeth with his long, grotesque tongue.

Ben was terrified and backed away, hearing the clown laugh to himself. Ben could feel every fiber in his body tell him to run and not look back, but before he could do that, he backs up into Kevin, surprising him. "Woah, easy! It's me, Ben!" Kevin reassured.

"Augh! Don't do that!" Ben stated, sounding stressed and frightened. Ben tried to calm himself down and compose himself, taking slow and deep breaths as his body shook and trembled.

Kevin looked at his friend, the same guy who stood up to a bunch of strong and strange people before meeting him, trembling and mortified. "Dude, is there something wrong? You're kinda spazzin' out." Kevin asked, concerned.

Ben dusted himself off as he slowly stopped shaking and trembling, but he still looked pretty unsettled. "What do you mean? I'm fine." Ben denied.

Kevin looked unconvinced, raising an eyebrow in suspicion. "And you expect me to believe that? I've dealt with liars before, Tennyson. Ever since we decided to go to the circus, you've been acting weird," Kevin was getting annoyed, but he's also worried. "Are you scared of something?" Kevin asked.

Ben seemed to go on the defensive, which confirmed Kevin's suspicions. "Kevin, I'm not 'scared' of anything! That gas just messed me up a bit, I needed some fresh air." Ben excused.

Kevin crosses his arms, not believing what Ben's saying. He can tell something's got Ben shook up, but he wasn't gonna say what. Before Kevin could say something, Max began to call out for them. "Come on, you two. The real show's about to start!" Max called out.

Ben turned around, and was both worried, and very confused. The tent Zombozo was in, was no longer there. Ben rubs his eyes and takes a deep breath. 'Maybe Grandpa was onto something. All the attention I've gotten since I found the Omnitrix, it hasn't been good for me. Sure, it helps explains things, but I'm probably letting my imagination, and my panicking, get too far ahead of me. Breathe, Ben. You're alright, you can do this.' Ben thought to himself, trying to find some sense of reassurance.

Ben and Kevin walk back to their seats, the both of them suspecting something might be wrong with this circus.


The two make their way back inside the tent, seeing the barker from outside, who was actually the Ringmaster. He introduces the crowd to the act. "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 Grim Tickler" himself, the star of our circus! ZOMBOZO THE CLOWN!" The ringmaster announced.

A small clown car speeds into the center of the floor, and a giant-seeming Zombozo emerges to the sound of a triumphant cymbal crash. The people in the bleachers are already laughing, however Ben is mortified, and Kevin was sneering suspiciously at the clown. The car suddenly speeds to the other side of the floor with a mind of its own, facing Zombozo and revving its engine, "challenging" him. Zombozo beckons it with his hand and pulls out a red toreador cape. The car charges like a bull, but disappears into confetti the moment it passes the cape. The crowd cheers.

Zombozo stands on the colorful pedestal. "If you love clowns, then this is the place ta' be! You're gonna die laughing..." Behind him in the tent stands a gigantic machine, with ports ominously glowing blue. "...That's a "Zombozo Guarantee"!" Zombozo cheered.

Kevin felt, disturbed. The word was familiar, but the feeling itself was so foreign to him. Something wasn't sitting right, and was beginning to think Ben was justified in being a bit jumpy. "Something ain't right about that clown. I've been around the block with people like him, and they always have another motive." Kevin commented, uncertain as to what could happen next.

Ben was wide-eyed yet again, fear was plastered all over his face, and he seemed to be sweating. Kevin looked at Ben, concerned by how his friend was looking. Ben was officially feeling terror sink in, and his breathing was becoming erratic. Max and Gwen look at Ben, seeing that Ben was starting to shake and tremble again, only it seemed far worse than it did a few moments ago. Ben had tears forming in his eyes as his breathing got shaky.

Suddenly, the fun they were having, didn't seem that grand as it did a moment ago. Max moved over and put a hand on his grandson's shoulder, worried. "Ben? Ben, are you alright? Try to breathe, son. Slowly. Take deep breaths, take your time." Max instructed.

Gwen looked over at Kevin. "What's going on with him?" Gwen asked sternly.

Kevin looked at Ben, seeing him getting pale, shaking and trembling. "I don't know, but he's clearly not okay. I'm gonna get him back to the RV, cause I don't think he would react like this, unless there was something that caused such a reaction." Kevin remarked.

Kevin cautiously got Ben to his feet, helping him get through the crowd of people who didn't seem that concerned. They only seemed to have their attention on Zombozo. Max thought about it for a moment, and had Gwen come with them. As much as she didn't want to miss the show, she did still care about her cousin, and she followed her grandfather out.

Zombozo took obvious notice at the four individuals leaving, and while it was four less people, it wasn't gonna be that big of a factor. "I was never very good at math, but I believe I have your Undivided attention!" A Xylophone sting accompanies his pun, sending the crowd into a laughing fit. "Now how about some volunteers, eh?" Zombozo asked.

The entire crowd is laughing, laughing like it was the last time they'd feel joy again. Suddenly, it feels like everyone's bodies, and their pockets, are feeling much lighter.

"Ahhhh, SO full of life!" The crowd cheered as the spotlight on Zombozo shuts off, leaving everything inside the tent in darkness. "For now." Zombozo muttered under his breath, smiling widely.


Kevin and Ben exit the big top and off the entire lot, only for Ben to get out of his friend's arms, and onto the ground, breathing heavily and coughing violently, coughing as if he was running out of air. Once Ben finally stopped his coughing fit, he tried catching his breath once he's put enough distance between him and the circus. Kevin looks over and sees Ben in the midst of a rush, his face was flushed, nearly pale white, tears ran down his face and the look of mortified sheer terror was all Kevin could see.

Max and Gwen saw Ben's face, and Ben slumped over against the Rust Bucket, looking spent. "Ben, are you alright?" Max asked. Ben said nothing, but he was feeling his body tremble.

Gwen looked down at her cousin, meeting his gaze. "Ben, are you alright? You had a bit of an episode back in the circus." Gwen asked.

Ben looked at the people around him, and the tears begin to fall. "Clowns... Nothing funny... about... clowns." Ben tried to say. He sounded exhausted, tired, unlively.

Max thought about the words, but soon realized what was happening. "Ben, you're scared of clowns, aren't you?" Max asked, carrying his grandson in his arms. Ben shuddered, but was otherwise unresponsive.

Kevin stepped forward and looked at Ben, seeming uncertain. "I guess I was right. You had a phobia, that explains why you were so jumpy. Clowns freak you out, and they freak you out bad, by the looks of it. Shoulda known there was something off about that Zombozo guy." Kevin remarked.

Gwen looked at her cousin, not that she wanted to see him like this, but she had to. She grimaced at her cousin's condition, and it was terrifying. She had nothing to say, nothing to contribute, until she saw something out of place. She turned back to the tent, and while it stood tall, she noticed a couple cars nearby that had been smashed open. "I don't think Zombozo was the only one who seemed off." Gwen remarked.

Ben groaned and tried to reach for the Omnitrix, but he didn't have the strength. He couldn't even muster the strength to concentrate on transforming without touching the watch. Max grimaced at his grandson's condition and quickly brought him inside the Rust Bucket, laying him on his bed. "Kevin, can you and Gwen go check out what's going on? I'll keep an eye on Ben for as long as I can. When I know he's stable, I'll join as soon as possible." Max stated.

Kevin and Gwen looked at each other, uncertain of what could happen, but it was clear that something had to be done.


Gwen and Kevin quickly hide behind a car. As they peek out from it, they see the trio of circus freaks from the show earlier, smashing the window of a jewelry store.

"Oh great, circus criminals!" Gwen remarked sarcastically.

The freaks are robbing the whole street. Poison Ivy grabs a handful of shiny bracelets, watches and rings from the jewelry store display; Scarecrow uses his breath to frighten a guard into submission as he broke off the parked car's door and roof, letting him reach in and rip a stereo right out; Harley advances on an ATM, putting her mallet to use as she breaks the brick wall around it and rips the machine right out of the wall, money flying everywhere.

Kevin looked at Gwen, and it was obvious something had to be done. "These guys have tweaker strength times twenty. The two with powers are gonna be difficult, but the one with the mallet is just as dangerous. I'll try to stall them. You need to get back to the RV and tell your grandpa to call for help." Kevin explained.

Gwen just stared at Kevin. She was scared, sure, but she wasn't going to let Kevin fight all on his own. She knows how to fight, even if these guys are tougher than some buck-toothed kid with robot stilts.

"It's payday, Ivy! Hahahaha! Woo!" Harley cheered.

As Ivy carries two flat-screens, she sees a flash of blue light for a moment and looks around, only to then see Kevin jump on a car, rocking it and crackling with energy. Harley tries to whack him with her mallet, but gets shocked and pushed into the pavement. Kevin lands on the freak's getaway car and tears the hood off, grabbing the car battery and absorbing the energy out of it, rendering it useless as he juices himself up.

Harley gritted her teeth. "Hey! That was my car, brat!" Harley swung her mallet forward, trying to whack Kevin on the head with her mallet, only for Kevin to dodge the mallet and grab Harley by the head, shocking her to oblivion.

Ivy tries to step in, only to get kicked in the face by Gwen, who decided to jump in on the fight. "Don't think I'm gonna let you get away, either." Gwen remarked.

"Beaten by a couple of kids. What an unexpected surprise, but you two are the ones who're in for a fright, tonight." Scarecrow stated, breathing his gas towards Gwen.

Gwen quickly got to her feet and backed away, moving towards Kevin, who was keeping Harley down with his electrical shocks. "This isn't getting us anywhere. Really hoping Ben will show up and save the day, somehow." Kevin remarked.

Ivy looked towards Harley, who was struggling to move. Ivy pulled Harley towards her and helped her up. "Harley, go get the boss. If children want to play heroes, then we'll give them a real challenge." Ivy instructed.

Harley Quinn starts running toward the big tent. Kevin looks to the lamp post and begins to recharge, absorbing more energy as he blasted Scarecrow back to the ground.


In the tent, colorful images of popcorn and bowling pins float above the audience as they laugh. Zombozo stands in the center, taking it all in. "Laughter truly is the best medicine! For me!" Zombozo said with a smile, relishing in the laughter of the audience.

The crowd laughs, despite there not being a joke. Before Zombozo knew it, Harley enters the main tent and walks right up to Zombozo. "Uhhh, excyoose me boss, excyoose me? I don't mean tah interrupt your meal-" Harley was cut off by the sudden sound of silence.

The crowd stopped laughing, and supposedly shut down. Zombozo slumps in disappointment before turning to Harley. "How many times have I TOLD YOU, Harley! Not to botha' me while I'm eeeaaating!" Zombozo has a cable that hoists him in the air by the back, accentuating his creepy choice of words. "What do you want!?" Zombozo says, his voice becoming guttural and almost incomprehensible.

Harley seemed nervous, but was able to muster the courage to get the words out. "Ehhh... we ran into a bit of trouble. A couple kids are pushing us back, and we need help. I think they might be aliens, boss." Harley reported.

Zombozo, was not feeling very happy.


Back at the fight, Ivy and Scarecrow are being pinned down and tazed by Kevin, while Gwen attempts to put some of the stolen goods back where they belong. In a puff of smoke and a flash of confetti, Zombozo appears out of thin air. Gwen begins to back up the moment she sees him, only for Kevin to run to her side, ready to fight.

Zombozo smiled. "I hear yer full o' tricks, punk. Let's see if you know how to die!" Zombozo stated. Zombozo kicks Kevin hard, and smacks him into a tower. As he walks forward, Kevin winces and tries to use his energy powers, only for his energy to fizzle out. Gwen rushes to Kevin's side, only to get ensnared by Ivy's vines.

Zombozo looks towards his freaks, seeing them kinda be embarrassed. "These aren't "strong alien Children", they're a bunch of punks who made you look like fools! Bring the curtain down on this sideshow brat, and pack the girl up with the others! We got bigger laughs ta' get!" Zombozo commanded.

Before anyone could do anything, something screeched out, causing everyone to pause. A glob of bright neon green goo hit Ivy's plants, causing them to corrode and snap, setting Gwen free. Gwen rushed to Kevin's side and tried to get him away from the fight, all while Nightstalker lands in front of the four carnies. The alien screeched out, and while Harley and Ivy were scared, Zombozo and Scarecrow were just intimidated, but not for long.

Nightstalker seemed a bit different, though. He now had this white body suit, which had the top and bottom covered in black. He had some kind of deep blue accent color on his neck, thighs, and deep blue shoulder guards. The alien snarled and lashed out at the circus freaks. Before Nightstalker could land a blow, Zombozo and his freaks disappear in a puff of smoke and confetti.

Gwen sees Nightstalker, groaning and hissing as it holds its stomach area. The Omnitrix beeps and flashes red, turning the alien back into Ben, who collapsed to his knees. Before Gwen could move another muscle, the RV pulled up, with Max looking astonished.


The show is now over. The air is dead. Chip bags and pages of circus brochures fly in the wind, boxes of popcorn and drinks are spilt on the ground. People slowly walk out of the venue stadium with light smiles on their faces, though they seemed a bit pale. Some are still laughing sporadically. The RV drives along a highway, Max is terrified, and borderline livid. Gwen sits in her booth while Kevin is in the front seat, gritting his teeth.

Soon enough, the RV was now seeing some kind of truck, with laughing people in the back of it. "Zombozo must have "zonked out" the entire town during the show, while his freaks robbed everyone blind!" Kevin stated.

"We'll catch that clown. Ben, you doing okay back there?" Max called out.

Ben was on his bunk, wrapped in blankets and shuddering. The Omnitrix was red, but it would periodically flash from red, to green, only to return to the red hue. "J-Just fine... grandpa..." Ben muttered.

Kevin looked back at Ben, then focused his attention on Gwen. "So, when did the whole clown phobia thing start?" Kevin asked.

Gwen sighed. "Ben was around five, five and a half, and Ben didn't like clowns from the get-go. He'd scream, he'd run away, he'd cry like a baby. As funny as it was, at the time, there was one incident that might've pushed him over the edge," Gwen rubbed her eyes and stretched, all while Kevin moved to the booth, wanting to hear the story. "At the time, Ben and I were at least seven. we bickered and argued, but we still cared about each other. At one point or another, we wanted to have a party at a carnival. Wouldn't you know it, the carnival was in town. We played games, opened presents, it was the first time we got along, especially since we shared birthdays." Gwen explained.

Kevin looked her in the eyes, a sense of curiosity and worry was painted on his face. "So what went wrong?" Kevin asked.

Gwen shuddered, and cleared her throat. "One of my birthday presents was a clown mask, and a clown wig. Big frizzy red hair, a painted face, seemed funny to me. I never understood why Ben disliked clowns so much, but when he saw me putting the mask and wig on, Ben got out of sight and ran for the Rust Bucket, locking himself in. Everyone was laughing, including me, but Ben, he didn't react the same way we did," Gwen went silent for a moment. She looked back at Ben, who was still shuddering within his cocoon of blankets.

Max looked back for a second, and sighed. "It's easy to assume a seven year old is blowing something out of proportion, but Ben always disliked clowns. When he finally came out of the RV to enjoy the rest of the party, it was his uncle Frank, Gwen's father, who asked him why he reacted in such a way. Ben just stared. He didn't look like he was breathing, he was still as a statue. He stared Frank down, saying nothing." Max explained.

Kevin raised an eyebrow, looking between the two, only to feel confused. "So... what happened next?" Kevin asked cautiously.

Gwen looked at Kevin, only to avert her eyes to the window. "Ben collapsed, crying and shaking, as if he was freezing to death. Clearly something was wrong, because once a clown came by, Ben just screamed and ran to Grandpa Max, trying to get as far away from the clown as possible. He was constantly pleading to go home, that he didn't want to be there. I had never seen him break down like that before, and with what happened at the big top tonight, a circus was definitively, the worst place for Ben to be right now." Gwen explained.

Kevin got up from his seat and walked over to Ben, who was still shuddering. His eyes were getting redder, and he was getting pale. Ben looked weakly at his friend, and Kevin sighed. "Ben, I'm not gonna lie to you, I don't rightly get why you're scared, but I do understand. After today, I might just hate clowns a little bit more than I usually do," Ben didn't have the strength, but he wanted to smile. "Listen, this is between me, you, and your family, alright? But, I'm scared of Alligators. Yeah, so who am I to judge on who fears what?" Kevin explained.

Ben tried to open his eyes more, only for them to start closing. "Look, what I'm trying to say, is that everyone has something they're afraid of, Ben-O, but it's through conquering and facing that fear, that will make you stronger." Kevin enlightened.

Max pressed a button on the dash and got up from his seat, walking back to his grandson. "Kevin's right, Ben," Max started. "Everybody's got their own crazy fear. When I was a boy, I was afraid of heights. Then, one day I was like, "enough was enough", and I climbed to the top of the water tower. Sometimes you just gotta scare the fear out of you, before it cripples you with uncertainty." Max said.

Gwen got up and moved to Ben's side. "Ben, this is partially on me. I knew you had a fear of clowns, but it didn't register. Had I known your breakdown would get this bad, I would've said nothing about going to that circus. Besides, just looking at that Zombozo guy gave me the creeps, but I thought it was one of those aesthetic choices, purposefully creepy and unsettling, but still pretty funny... I'm sorry, Ben." Gwen said sincerely.

Ben stopped shuddering. He wriggled his arms free and let the blankets unravel, freeing him. Ben slowly got up and rubbed his head, yawning exhaustedly. "What happened? I remember going outside to get some fresh air, then... I saw clowns everywhere. They surrounded me, and tried to get me to laugh, but all I could do was scream." Ben remarked.

The three looked at each other, confused. "Ben, do you remember Zombozo, at all?" Kevin asked.

Ben stretched and yawned again. "Yeah. Creepy clown dude with a top hat, even creepier aesthetic, big dark blue clown nose, painted face, red hair... he was also in-league with his criminal carnies." Ben recapped.

"So your memory's clearly there, what else do you remember?" Gwen asked.

Ben thought about it, slowly starting to wake up a bit more as he used his brain. "I... I fell over, I felt sick. I was still surrounded by clowns. I had to fight back and fight my way out, so I turned into Nightstalker and ripped them asunder. I remember being in a metal box, so I escaped and faced the carnies. They vanished before I could land a hit, then I timed out. The clowns surrounded me again." Ben explained.

Kevin and Gwen looked at each other, then back at Ben. "That Scarecrow guy, he had some kind of gas that made the illusions look... I dunno, real? More incredible than they really were? I think Ben was still under the effects of that gas. That explains why we never saw a bunch of clowns around him. His fear must've made the gas extra effective." Kevin theorized.

Ben looked down at his hands, noticing that they weren't shaking. "I remember something else. I heard you guys talking to me. As you kept talking, the clowns faded, frowning as they disappeared. The more they laughed and surrounded me, the weaker I felt." Ben stated.

Gwen thought about this, then remembered that big machine Zombozo had. "Guys, I think that Zombozo robs people of more than just their possessions. I think he steals peoples' happiness, until there's nothing left to take." Gwen suggested.

Max raised an eyebrow, looking at his granddaughter with confusion. "What do you mean, Pumpkin?" Max asked.

Gwen sighed. "Ben's condition. He was weak, drained, pale. He looked miserable, he looked helpless, defenseless. That gas clearly had some kind of effect on him, not just trapping him in a hallucination of his fears. I saw people leaving where the tent was, and some of them looked pale. Their happiness was taken from them, and Zombozo probably has a master plan in store for the happiness he steals from others. It wasn't until we stuck by Ben now, that the gas's effects seemed to dissipate." Gwen explained.

Kevin wondered on this. "So if the gas was doing that to Ben-O, why didn't it work on us?" Kevin asked.

Gwen frowns. "Not every idea I come up with is easy to explain, but maybe it's because you already had suspicions for Zombozo and his angle. Plus, you might've left before the gas had any noticeable effect." Gwen explains.

Max sighs, going back to the driver's seat, and pressing the same button again, putting his hands back on the wheel as they drive into a small city.


The RV pulls over, a good few blocks away from the tent's new location. Max grabs the rifle he used back in Slaterville, reloading it with some strange ammo cartridges. Kevin grabs hold of a couple spare bags full of batteries, juicing himself up. Gwen looks into her bag and grabs a pair of soccer gloves, slipping them on as she grits her teeth.

Ben is about to dial in one of his aliens, until he hesitates. Max looks at Ben, wondering if he's coming with them or not. Ben sighs and lies down in the booth, wrapped in a blanket. "Ben?" Max asked.

Ben looked up at his grandfather. "You guys can handle this one... I don't think I'll be able to do it." Ben said somberly.

Max pat his grandson on the back and closed the door. Ben shuts his eyes, uncertain if he made the right choice. Unbeknownst to him, the Omnitrix was beginning to act strange, cycling through his transformations, until it stops on Knosoul's icon.


Max, Gwen and Kevin arrive at the circus, sneaking up and hiding behind boxes. The freaks are busy moving boxes, unaware of their presence. Max raised his rifle and got out from cover, firing at the freaks. Ivy tried to block the blasts, but they burned right through her plants and hit her square in the chest, knocking her back, and knocking her unconscious.

Harley gritted her teeth, readying her mallet as she charged forward. She smashed the boxes, only to notice Max was on his own. Before she could attack again, something smacked her in the back of the head. She whipped around, seeing Gwen and Kevin using a baseball-pitching machine. Kevin used his powers to juice it up, and Gwen fired it like a turret, pelting Harley with balls. Not only did she cause Harley to drop her mallet, but also rendering her unable to reach it.

Scarecrow tried to get in close, only for Kevin to whip around, eyes glowing and his hands crackling with energy. "Peek-a-boo!" Kevin said. He grabbed Scarecrow, shocking the daylights out of him, rendering him unconscious.

Soon enough, the ball machine ran out of ammo, and Harley faceplanted onto the ground, obviously seeing stars from the pelting she took. With the freaks taken care of, the three walk forward, stopping right at the entrance of the tent itself.

Max looked to the kids. "You know, it's not too late to go back, Gwen. Me and Kevin can handle this, and you won't be hurt." Max suggested.

Gwen smirked. "Fat chance, Grandpa. Ben has a reason for not wanting to take this one, and I'm still partially to blame. The least I can do, is attempt to fix this." Gwen explained.

Kevin smiled. "I'm already starting to like you, Red," Gwen smiled as she balled her hands into fists. "Alright, let's go bust that cursed clown." Kevin stated.

Max, Gwen and Kevin continue, walking into the tent. Somewhere, Zombozo seems to know; he smiles.


Back at the RV, Ben seems to be having a struggle of his own. Ben tossed and turned in the booth, all while a strange beeping sound emitted from the Omnitrix. The Omnitrix was glowing, switching from green to this bright sickly cyan color, once again focusing on Knosoul's icon. The icon itself was struggling, too.

Ben snaps awake, and the Omnitrix continues to emit that beeping sound, the cyan color faded back to the usual green, once again focusing on Knosoul's icon. Ben, was confused. He wasn't entirely sure what was happening, but he tried to twist the dial to select another form, but it didn't seem to be working. It was like the dial itself was being forced to stay in place by some kind of ethereal otherworldly force.

'So, you're just going to sit there, looking down at me? For shame, Benjamin Tennyson.' A voice echoed out, sounding eerily close to Knosoul's voice. Ben looked around, unsure of what was happening. 'Your family needs you, the world needs you, and you're scared of some goofball emotional vampire sideshow act?' The voice echoed out.

Ben gritted his teeth, trying to hide his fear, but the worry and concern in his eyes was hard to mask. 'Your grandpa isn't getting any younger, Benjamin. Your cousin and your friend are going to die in that tent. Zombozo will have his way, unless you do something about it. You need to show him, that you're far scarier than he will ever be.' The voice advised.

Ben's head felt fuzzy. He felt dizzy, a sense of nausea was pulsing through him. Ben eventually collapsed on the floor, trying to fight whatever this was, but it was a losing battle. Out of desperation, Ben tried to twist the dial again, but it was still stuck on Knosoul's icon.

'Tell me, what scares you more. That sideshow clown, or losing your family, and your friend?' The voice asked.

Ben didn't want to fight anymore, and primed the Omnitrix, causing the green to become that cyan color again. Ben pressed the core down, and felt himself transform.


Max, Gwen and Kevin carefully walked, noticing that they were now in some kind of mirror maze. The three split up, noticing their reflections become Zombozo.

"Hiya, boys and girls! Something tells me you'd be a few barrels full of laughs!" Zombozo commented. The three of them did not give Zombozo any kind of reaction, but did seem very off-put by his appearance. "Hey, Mr. Serious! How bout a...SMILE?" Zombozo asked creepily.

The trio back up and run away from the reflections, who reach out to them. They run through a sea of hands. They attempted to run on a coiling yellow road, but Zombozo's face, mounted on a spring, pops out from it, stopping and startling them. "What's your story, Doom Gloom and Sunshine? Was that your parasite, that gave my freaks such frowns?" Zombozo's voice echoed out. "you got a real shocking personality about you, punk! And your little girlfriend just seems like a bundle of knowledge. Too bad none of it's gonna save ya!" Zombozo inquired.

Gwen attempts to turn around and run away, but a second face stops her. Kevin fired his energy towards one of the reflections, causing all the mirrors to shatter, except for one. "Are you three of you FREAKS?" Zombozo asked, chuckling.

Kevin gritted his teeth. "We're not freaks, you glorified goth gut-busting grouser!" Kevin remarked. Suddenly, a third face pops from under the three of them, launching them in the air as Zombozo continues to play his psychotic little game.

Kevin falls into a black void, Zombozo's face, etched in fire and brimstone, appears and laughs as he falls.

Gwen catches his fall with a trapeze swing. She swings through a chomping Zombozo face and catches a new one. The swing's ropes break, sending Gwen and Kevin tumbling down. Gwen ends up landing on a human-sized spider web. She starts struggling. Suddenly, a golden spider with Zombozo's face comes crawling on the web towards Gwen.

Kevin falls a bit further and soon lands on the ground, realizing he's currently stuck in a cage, trying to fend off an Alligator with Zombozo's facial features. Kevin screams out, trying to avoid the alligator as much as he could.

Max tried to move and help the kids, but he felt as if his legs were chained in place. He heard gunfire, explosions and the screams of the damned echo around him. He soon found himself in a trench, a rifle in hand as he looked towards several misshapen zombie-like figures, dressed in tattered military uniforms, all while they had Zombozo's features plastered on.

Zombozo notices that they aren't laughing, and is clearly not satisfied. "Come on, people! You've gotta learn ta' loosen up! Laugh a little! Laughter is like money, it makes the world go round!" Zombozo stated.

The spider's now reached Gwen. He holds a razor-sharp pincer up to her neck. The Alligator now has Kevin on the ground, trying to take a quick bite out of the young delinquent. "Laughter's what keeps me going!" Zombozo called out. The spider pulls back and slashes at Gwen, cutting her out of the web. Gwen falls, screaming, until he hits the ground. Kevin, out of some form of reflex, sparks a jolt at the alligator, sending it running through the cage as Kevin falls through, only to then hit the ground next to Gwen.

Max fires at the zombified monsters that shamble his way, only to realize he's running out of ammo. Max, out of options, runs towards the horde and slams his fist into one of their faces, causing the whole location to fizzle out in an explosion of confetti. He ends up getting between Gwen and Kevin, and hugs them.


A spotlight shines on the trio. The trio find themselves on the center floor of the main tent, back in reality. As they start to get up, the genuine Zombozo calmly walks up to them. Gwen sees ghosts reflected in the orbs on Zombozo's body, flying up to the large one on his top hat. "Now come on! Don't tell me you're afraid of old Zombozo?" Zombozo asked wittingly.

Gwen tries to steady herself and stay calm, Max does the same, but Kevin was clearly having none of what Zombozo was selling. "What in the hell do you want?!" Kevin exclaimed, he was tired of the games.

Zombozo fakes a gasp, acting as if he was taken aback. "Did your mother never wash your mouth out with soap? But since you're askin', I'll tells ya!" Zombozo responds.

Zombozo snaps his fingers and a spotlight lights up the large machine in the tent. It is filled with screaming ghosts. The cable running out of the machine psionically links to Zombozo's back, lifting him in the air. "I want only what every clown worth his floppy shoes wants, ta' make people laugh!" Zombozo said.

There was a pause, a very brief moment of silence, before he got up in their faces as his face stretched out. "THEN DRAIN THEIR POSITIVE ENERGY, LIKE A SPONGE IN A POOL PARTY!" He stated, slobbering in a grotesque manner. "Is that so wrooong?" he asked, faking a sense of innocence.

Max looked at the machine. "I'm guessing that hunk of scrap is gonna help you do just that?" Max asked.

Zombozo smiled. "Yessir! All thanks to this beautiful machine! I calls it, "the Cyclown"! Clever, eh?" Zombozo gestured to the machine and hugged it. "Soon I'll be taking my act to tha' big cities. Millions of people laughing for me! Feeding me...making me STRONGER!" Zombozo declared.

Kevin smirked. "You're a real sicko, no wonder people paid to see your trainwreck of a show, you're the main attraction." Kevin quipped.

"Too bad you ain't gonna be able to see my next show, but I'll gladly make sure your happiness doesn't go to waste! Time for the final act of the night, one that's to DIE for!" Zombozo announced.

Before anything else could happen, something smashed into the machine, causing the happiness stored within to return to those it was once stolen from. "I couldn't agree more, but you're gonna have to sit back, carnie... Let the ghost with the most teach you a thing or two... about comedy!" A sinister voice echoed out.

Zombozo turned around, looking atop his now broken machine, was Knosoul, and he did not look happy. "If you think it's funny, to rob people of joy, then allow me to rob you of the joy you had a moment ago. Let's see how you like it!" Knosoul remarked, gritting his teeth.

Gwen and Max smiled, as did Kevin, but it was clear that the fight had just begun. Zombozo just laughed more at this display, "Nice try, kid. But I sell the tricks, I don't buy 'em!" Zombozo remarked.

Knosoul smirked. "Then I guess you're broke, just like your sense of humor," Knosoul rushed forward, immediately beating Zombozo left and right. "Heheheh, at least I can laugh now, knowing there's something else I'm even more afraid of than you." Knosoul stated.

Zombozo groaned and tried to punch the spectre, only for the spectre to dodge, by phasing through him. "More afraid? Kid, I don't know what you're gettin' at, but this sideshow is over!" Zombozo declared, trying to land a hit, only for Knosoul to catch it.

Knosoul stared Zombozo in the eyes, a devious and unsettling smirk formed on the ghost hero's face. "Oh? But this sideshow still has a few more tricks before the final act. Besides," Knosoul punches Zombozo in the face, briefly tangling him up in his machine's cable. Knosoul keeps talking, somewhere, invisible. "I'm not gonna lose my family, or my friend, to some worthless, ridiculous, overhyped, overrated, goofball emotional vampire sideshow act. In other words," Knosoul appears behind Zombozo, and punches him square in the nose. The nose honks, but also begins to bleed. "You're going down, clown." Knosoul threatened.

Kevin, Gwen and Max cheered for Ben. "Yeah, what the ghost said, you creepy carnie!" Kevin yelled.

Zombozo is getting angry, but he's also a bit disturbed. He looks around towards Kevin. A wooden board suddenly comes careening towards him, smacking him into his machine and causes the whole thing to come down on top of Zombozo. Knosoul makes himself visible and slowly lowers himself down towards the ground, letting his ghostly wisp tail form into legs. "WHOO! Alright, that takes care of that weirdo." Kevin remarks.

Knosoul looks back at Kevin, Gwen and Max. "C'mon Ben, let's tie him up and get out of here." Max advised.

Knosoul said nothing. Instead, he looked back towards Zombozo, who just got himself free from the wreckage, and saw the spectre staring at him. This wasn't over. Knosoul walked over to Zombozo, who now seems afraid. Very, very afraid. "I-I-I'm warning you, b-back off!" Zombozo warned, his voice breaking as the spectre now towered over him, staring down at the clown with malice in his red eyes.

The trio could feel it in the air, something wasn't right. "Ben? It's over, we can leave now!" Gwen called out. Knosoul looked back at Gwen, then back at Zombozo. "B-Ben?" Gwen called out, feeling a strange sense of dread in the air.

A furious and sinister grin formed on the spectre's face. "Tell me, you wanna see something really scary?" Knosoul asked, his voice warped and deeper than it was before.

Before the trio, or Zombozo could wonder what that meant, Knosoul had rushed upwards, turning himself intangible, then plummeting downwards, aiming directly for Zombozo himself, phasing into the clown's body. Before Zombozo knew what hit him, he felt something. An undying rage. Zombozo collapsed to the floor as something continued to seemingly tear him up from the inside, only to squeal as a huge red energy beam burst through his gut, knocking the wind out of him as Knosoul rose from his body and was ready to do more, only for Zombozo to groan and struggle to back away.

Knosoul smirked, "Now how's that for a gut-buster, carnie?" Knosoul asked, moving in closer to Zombozo.

Max and Gwen went wide-eyed, shocked by what just occurred. Gwen soon fainted, falling to the ground. Kevin, was very hesitant. "Ben? We stopped him, you don't need to make that call right now." Kevin called out, worried.

Kevin's words fell on deaf ears, or ears that weren't Ben's at the moment. Knosoul hovered in the air, smiling in a psychotic, but also aggressive manner. It was like the ghostly skin on his face was going to tear apart if his smile got any wider. "Oh, what's the matter? Now don't tell me you're afraid of old Knosoul?" The spectre taunted.

Zombozo, was already beaten, then this spectre unleashes hell on him in a matter of seconds. He recognized the emblem on his wrist, same thing he saw on that weird alien bug thing that saved those kids. He recognized the emblem on that kid's watch, the one who was vacated from the show. Zombozo's gut was torn apart from the inside, and burst open. He didn't have the strength to move, but he had the strength to cry and beg for mercy. "Please... No more, kid! I give up! Ya won already!" Zombozo pleaded.

Knosoul's smile lessened, but he smirked. "Boo!" Knosoul taunted.

That was the final nail in the coffin. Zombozo's head suddenly expands like a balloon and his entire body explodes into confetti and ash. Knosoul takes a minute before he realizes just what exactly he did, and looks at his hands, then at his grandfather, who was speechless. "Woah! That... that was... Oh man, I'm a ghost and I have to throw up." Knosoul remarks, shuddering from how disgusted he feels, and from the deed he committed. The Omnitrix starts beeping and flashes red, transforming Knosoul back into Ben.

Ben looked at a Zombozo poster that blew by, and didn't feel terrified. Either he cured himself of his fear of clowns, or he was still in shock over what he did.


Max and the kids, except Gwen, walk back to the RV, escaping the scene as the police pass by, none the wiser. Kevin carried Gwen in his arms bridal style, while Ben walks by his side, looking at the Omnitrix with concern, and mild disgust. "Kevin, I'm sorry. I don't know what came over me," Kevin was silent, but he was listening. "I think I'm gonna hold off on using my powers for the time being, y'know? J-Just to relax a bit." Ben stated.

Kevin sighed, looking at his friend. "I get what you mean, you know?" Ben looked at his friend. "I knew why you stayed behind, because you didn't want to make that call. if something happened back at the RV, while we were dealing with Zombozo and his freaks, you should say something before it becomes a problem. What happened back there, that wasn't you in control." Kevin stated.

Ben sighed. "I still feel bad that it happened, anyway." Ben grimaced.

"It was hardcore, and you definitely made the world safer without that chaotic clown around, that's for sure," Ben sulked as Kevin tried to explain. "Look, if you're really gonna take some time to not be a hero, then hey, you got my support! Just, make sure if you do go hero, take it down a couple notches, okay?" Kevin advised.

Ben smiled at his friend, and the two finally saw the Rust Bucket in view. Gwen slowly woke up, finding herself in Kevin's arms. Her cheeks turned a bit pink and was about to protest, but at least it meant she didn't have to walk all the way back to the RV. Plus, Kevin seemed like a careful guy, so it didn't bother her that much. Soon enough, the Tennysons and Kevin hopped back into the RV, and drove off, to the next location.


Back at the tent, one of the officers examines the pile of confetti, collecting several vial samples of the spilled party decorations and ash. He looks around, seeing that no one else is still there, and pulls out a radio. "Madame, this is Officer Wall-Crawl, reporting in, over." The man reported in a comical manner.

"Mister Parker, I wasn't expecting you to call so soon. Was there a hiccup in the objective? Over." Madame's voice rang over the device.

"Not a single one, but I do have updates. Got a pen and paper ready? Over." Wall-Crawl said.

"At the ready as we speak. Explain away, over." Madame allowed.

"First off, the Euphoric mutant corpse. You know how you told me to track it down? I found it. The Tennysons seem to have stopped it. Are you sure they haven't found our channel, and are helping us in secret? Over." Wall-Crawl stated.

"It'll be a long while till the Tennysons know of our presence, but now isn't the time. It's just coincidence, Wall-Crawl. Anything else to report? Over." Madame stated.

"Yes, actually. I got samples from the remains of said mutant corpse. They'll be sent off ASAP for analysis and study. Over." Wall-Crawl reported.

A chuckle of satisfaction echoes over the radio. "Excellent work, Wall-Crawl. Send the samples back and report back to Watch-Men when you can. Over." Madame stated.

"And the Tennysons, Madame? What do we do about them? Over." Wall-Crawl asked.

"We're still figuring out who the retrieval squad will be, Mister Parker. We still don't know who can be trusted to retrieve them, when the time comes. We'll figure it out, in due time. Till then, send the samples back to R&D and report back to Watch-Men. Over and Out." Madame explained.

"Understood ma'am. I'll report in when I get another-" The sound of radio silence cuts him off, making the man sigh. "And she's not listening anymore. Way to go, Pete." The officer mumbled as he made his way back to the station with the vial samples.


AUTHOR'S NOTES:

And that was Cackling Crooks, an alternate take on 'Last Laugh'. This episode was definitely altered, but still resulted in something I actually liked.


1 - PLOT

The plot, despite its changes, is still the same, but it does show off a change to Ben, mainly his fears. There is rumor of an incident, one that involved Ben having a response to clowns that was so negative, his body can't handle it. Plus, I figured it'd be good to get some early signs of Knosoul becoming more aware that he's in the Omnitrix, and is trying to get out. Also, that whole scene with Knosoul and Zombozo, it might be a bit much, but I like it. As of now, Ben's the only one who knows what happened in the RV when his family and friend left to stop Zombozo, and doesn't know if he should say anything.


2 - THE NEW CIRCUS FREAKS

Yeah, I replaced the Circus freaks. I did like the original circus freaks. Frightwig, Thumbskull, Acid Breath, but I wanted to try something else. I replaced Thumbskull with Harley, Frightwig with Poison Ivy, and Acid Breath with Scarecrow. I might do something with the original circus freaks, but I'm feeling indecisive as to what.


And I think that's all I need to say right now. I hope you all enjoy this chapter, because before we get to the next main episode, I'll post a short. Something that takes place elsewhere in this story's universe, and helps set up for stories to touch upon later.