It was getting to the point where you couldn't even enjoy a night at the carnival boardwalk without some two-bit thug trying to cause trouble. Case in point being these two small time criminals who thought they could escape under the docks during the festivities…using a row boat. A legitimate, paddle-powered rowboat. They certainly weren't winning any science awards any time soon.
"Knocking over that yacht was a piece of cake," said goon #1
And they took twenty seconds out of their times to laugh maniacally…which was apparently an appropriate response for bad guys these days. And yet neither of them noticed the bubbles popping the surface of the surface of the water next to their boat or the massive glowing-green eyes, which was impossible to miss given how dark it was under the docks. It wasn't until a massive scaly hand popped out, grabbed goon #1 by the ankle, and dragged him underneath the water that goon #2 noticed anything was wrong. He leaned over the boat and saw his partner's hat floating on the tide…just before Arctiguana popped his head up and leered down the petty robber.
As the Polar Manzardill waded closer, goon #2 backtracked up the ladder, slipping for a moment, and pulled himself back up to docks. Arctiguana tilted his head back and watched the man run along the boardwalk before ducking back under the water.
The scared little criminal ran what must have been a few short paces before he ran out of breath and had to lean against a hotdog cart too catch his breath. Goon #2 heard a loud splashing sound coming from over the boardwalk railing and turned around with his back pressed against the cart as Arctiguana landed on all-fours a few feet away.
The Polar Manzardill huffed; a crystalized mist escaped through the gaps in his lips. He approached goon #2 menacingly and the petty criminal ran around the hotdog cart like it would protect him. Goon #2 looked at the cart for a moment and was suddenly struck with inspiration: a fuel tank on the side of the cart combined with the electrical wires used for the cooker equaled fire. And like the memes always say – kill it with fire!
But just as goon #2 started to brace himself against the hotdog cart to tip it over, Arctiguana breathed a quick puff of freezing mist over the criminal. Goon #2 stood petrified in place with his entire upper body covered in a thick layer of flash-frozen ice and his hands were stuck to the cart, meaning he couldn't run away. If one looked close enough, they could see that goon #2's tears were also frozen in the corners of his eyes, which looked extremely painful. Arctiguana couldn't help laughing.
"Aw man, that's priceless," snickered Arctiguana.
And approximately five minutes later, the police finally showed up to arrest goon #1 and goon #2 (which was their real names, oddly enough), long after Arctiguana had already cleaned up the mess. While his men were shoving the criminals into their squad cars, the chief of police himself actually approached Arctiguana with a proud look on his face.
"I don't care what anybody says," said the chief of police, "you circus freaks are okay by me."
"Circus freak?" Arctiguana repeated in confusion. "I'm not a circus freak. I'm a superhero."
And with that proud statement, Arctiguana hopped back over the edge, froze the water underneath him with a chilling breath, and slid away Iceman-style while the chief of police looked on.
"Huh, looked like a freak to me," said the chief of police to himself.
Arctiguana returned to the Rust Bucket a mile down the coast just in time to transform back into his human form before heading into the city.
For today's adventure, the Tennyson party had decided to stop off at a smaller city they didn't bother learning the name of before they got back on the road towards New Orleans in Louisiana. The journey thus far had been pretty quiet since they locked up Rojo and Skaath with Ben only needing to go alien for a couple of petty thieves and drug dealers. It was a bit small time compared to fighting alien menaces like Children of Vilgax, but after the accident that broke Grandpa Max's leg, Ben was more than willing to accept a little peace and quiet for the sake of his grandfather's health.
The elderly man in question was recovering faster than expected by the doctor's predications, already having regained feeling in his muscles, but he still needed a crutch to move around. He rested in the back of the RV propping his legs up on some pillows while Trixie drove the Rust Bucket (how she learned to drive was something the Tennyson's didn't bother questioning). As they drove down the nearly deserted street, Gwen tilted her head to get a better look as they passed a flashing sign nailed to a telephone pole.
"Zombozo's Traveling Circus of Laughs," Gwen read aloud. "Cool! Can we go, grandpa?"
"Of course," said Max heartily. "I haven't been to a circus since I was a boy. And it would be your first time visiting one, wouldn't it, Trixie?"
"I've read about them on the internet," said Trixie. "It sounds like it would be a fun experience."
"I love the circus," said Gwen excitedly.
"That's because you belong in one," Ben grumbled.
"What happened to that whole 'turning over a new leaf' thing?" said Trixie. "What's your problem?"
"The circus is for kids," said Ben.
"In case you haven't noticed, Ben, we are kids," Gwen reminded him. "And it's Trixie's first time at the circus. We have to go."
"C'mon, it's pretty late," Ben countered, complete with a fake yawn and everything.
"Ben, it's eleven o'clock in the morning," said Max, gesturing to the clock on the wall.
"Fine by me," said Ben begrudgingly. "Okay, all right, you wanna go see some stupid circus, fine."
Gwen and Max exchanged strange looks with each other (Trixie couldn't join in because she had to keep her eyes on the road). But in a few minutes time, the green-haired girl pulled up into a crowded parking lot in front of the local circus.
A huge colorful tent had been erected in the middle of the city park just like the ones you would see in cartoons. People were coming in droves; some with familiars, some with dates, and, of course, there was the occasional creepy loner than was jealously staring at people who had lives.
"Ooh, the entire town's turned out for the show," said Max.
But while Max was looking forward to the show and Gwen was explaining the circus filled with wonder and excitement to Trixie, Ben had drastically different feelings about the whole thing. Posters of that creepy clown – Zombozo, they called him – were plastered everywhere. One look into the clown's deep, lifeless eyes made Ben's stomach flip uncomfortably. It felt like the creep was following him with his eyes, which did not help his disposition.
"You know, it's probably sold out," suggested Ben. "We're probably just wasting our time."
As if it had been anticipated that Ben was trying to back out of the circus, a light suddenly flashed in front of the Tennysons, nearly blinding them as they illuminated a diminutive ringmaster standing above everyone's head on a raised platform.
"Step right up and see the fingerless freak of nature whose strength knows no bounds: Thumbskull!" announced the ringmaster.
At the call of his name, a hulking bald man with pasty white skull and a single, infected looking fingernail growing out of his skull stomped out in front of the crowd casually carrying a barbell over his shoulder.
The freak known as Thumbskull took a deep breath and bended the bar against the back of his neck, twisting the metal like it was made of clay. Max and Gwen were easily impressed, but Ben still looked fidgety while Trixie remained unimpressed ("A Tetramend child could do that," she said snarky). Thumbskull tossed the bended steel into the air where it was snatched up by an orange tentacle, which was attached to a pale-skinned woman with five orange tentacles on her head that seemed to serve as her hair.
"And presenting Frightwig," the Ringmaster continued. "When this beauty lets down her hair, there's no telling what could happen."
With her hands on her hips and a smug grin on her lips, Frightwig grabbed the ends of the already bended bar and twisted them even further, into a pretzel shape. The freak commanded her hair to place the bended steel on an anvil that just happened to be there as a third freak made his appearance from the back.
He had wrinkly, pale skin and red eyes with different-sized pupils, and little bits of straight black hair poking out of the top of his head. He was wearing those masks that kept insane people from biting over his mouth, though it seemed like he was wearing it for a completely different reason.
"And last but not least," said the Ringmaster. "The freak whose unique skill is as vile as his attitude: Acid Breath!"
The third freak removed his mask, revealing his horrifically mutilated mouth that had been ripped and stretched so many times until his gums were green with infection and most of his teeth had fallen out. Acid Breath's name turned out to be astonishingly accurate as he breathed a puff of green gas that instantaneously melted the bar and the anvil into a puddle, causing the audience to gasp in horror and disgust.
"Ugh, gross!" Gwen gagged.
"Cool," said Trixie impressively.
Everyone was so busy watching the Circus Freak Trio that Ben was able to slip away undetected before his grandfather, or worse, his cousin noticed.
He was subtly sneaking around the back of the gathered crowd and slipped in between the concession stands when he found a tiny tent with a bright light spilling through the open curtain. The sign specifically told him to keep out, but when has Ben ever followed the rules?
He peeked in through the gap in the curtain and, to his horror, he found something much worse than anything he could imagine.
Sitting there in a chair facing a mirror with his back turned to Ben was the one and only Zombozo; the pasty-faced clown with wild-red hair that was balding on top, normally concealed by his top hat, dressed in a black and gray striped suit covered in multiple blue-orbed bobbles. From where Ben was standing, Zombozo was talking to himself in the mirror; his voice made Ben's skin crawl.
"H-h-howdy, folks!" said Zombozo jauntily. "Are you ready to laugh? Heh, perfect. You're gonna knock 'em dead."
The creepy clown suddenly started to hiss and when Ben leaned over, he could see Zombozo's reflection in the mirror; his tongue was sticking out and stretched much longer than humanly possible, forked at the end like a snake's. Ben gasped as Zombozo laughed inside his tent, slowly backing away until he bumped into something. The young boy screamed and instantly reached for the Omnitrix until he only realized it was his cousin.
"Don't do that!" gasped Ben, holding a hand over is rapidly beating heart.
"What is you malfunction?" questioned Gwen with a raised brow. "Ever since we decided to go to the circus, you've been acting even weirder than normal. What're you scared of?"
"I'm not scared of anything," said Ben defiantly.
"Shows about to start," Max announced as he and Trixie appeared around the corner.
"After you," said Gwen tauntingly, gesturing for him to lead.
Ben glared and marched ahead.
"Ladies and gentlemen! Children of all ages!" announced the Ringmaster as the floodlights illuminated him in the middle of the tent. "The Circus of Laughter is proud to present the Sultan of Smiles! The Crown Prince of Crime – I mean, chuckles! That rib-tickler himself! The star of our circus: Zombozo the Clown!"
With a chorus of drumrolls and a new floodlight hitting the stage, everyone watched a stereotypical clown car zipped unsteadily around the ring before coming to a screeching stop, nearly tipping itself over.
The door opened and Zombozo, much too large to be able to fit inside a tiny vehicle comfortably, stepped outside and bowed to the applauding crowd (except for Ben and Trixie – the former looking nervous and the latter none too impressed). The car door shut behind Zombozo and took off to the opposite end of the tent, spinning around on its wheels until it faced the grim-looking clown. Zombozo acted surprised – obviously playing his role – but then grinned with a "bring-it-on" gesture and fabricated a red matador's cape from out of nowhere (though Trixie guessed it was under his sleeve).
The clown car revved its engines, drove into the red cape, and then exploded into a cloud of confetti. Everyone in the audience was doubled over in laughter, including Max and Gwen, but Ben still looked nervous and Trixie couldn't understand where the humor was in all of this.
"If you love clowns, then this is the place to be," said Zombozo, standing in front of a machine that wasn't there a minute ago. "You're gonna die laughing. That's a Zombozo guarantee."
"Why did he emphasize the word 'die'?" asked Trixie. "That sounds kind of ominous, do you think, Benjamin? …Benjamin?" when she received no response, she looked around, only to find that the young boy was nowhere to be found. "Hey, where'd he go?"
"Maybe he went to get more popcorn," suggested Max.
"Is Benjamin all right?" asked Trixie. "He's been acting strange…er"
"You're asking me?" Gwen scoffed. "I stopped trying to figure him out a long time ago."
"I was never very good at math!" yelled Zombozo, drawing the crowd's attention once more. "But I believe I have your undivided attention. Now how about some volunteers?" His seemingly lifeless eyes roamed around the laughing audience (except Trixie, who was starting to think she didn't possess a sense of humor like Earthlings). "Aah, so full of life…for now."
"Seriously, is anyone not paying attention to the ominous voice tones?" asked Trixie.
Ben ducked out of the circus and made a run for the exit. There was no one around to see him, so he didn't look like a coward…which he wasn't, by the way! He just…really didn't like circuses, that's all. It's not like he's scared or anything. Especially not…not…. Ben withheld a shuddering breath.
"There is nothing funny about clowns," said Ben adamantly.
Thankfully his attention was directed awayfrom the circus when he heard the sound of breaking glass.
Ben ran to the other end of the parking lot where the noise originated from and hid himself behind a tree, poking his head around the trunk for a better look. He could easily make out the backs of Thumbskull, Frightwig, and Acid Breath – the Circus Freak Trio – smashing the window into a nearby jewelry store where a million dollars' worth of sparkling diamonds, rubies, and sapphire were on display.
"Whoa, the freaks are felons," said Ben, very proud of his clever wordplay.
While Frightwig and Acid Breath went their own ways, Thumbskull leaned through the broken window and scooped up as much jewelry as his massive hands could carry, smiling dimly to himself. Acid Breath wandered up and down the street filled with parked cars and heaved his aptly named power on the doors, melting them in a puff of noxious-green gas before looting them for stereos and any valuables in the glove compartments. And Frightwig decided to help herself to the ATM, by which I mean she used her extraordinarily strong hair the smash the wall around the ATM and rip the machine out.
"It's payday," cackled Frightwig.
"They want diamonds," said Ben as he activated the Omnitrix's core, "then wait 'till they get a load of Diamondhead."
A turn of the dial and one slap later, Ben was consumed in the transformative green light.
Thumbsull, who was carrying a load of flat screen televisions, stopped when he noticed the green light and tilted his head in confusion. A moment later, Diamondhead jumped on top of the nearest car and struck a heroic pose.
"Now this is the part where you give up or else I put a beat down on ya," warned Diamondhead.
Thumbskull appeared irritated by the threat, dropping the TVs on the ground, and charging at the Petrosapien. But Diamondhead jumped forward with his shoulder in front and tackled the strongman to the ground, cracking the asphalt from their combined mass.
While he kept Thumbskull pinned to the ground with one hand, he saw Acid Breath running towards him as he inhaled, no doubt about the spew his deadly gas on the Petrosapien. Ben didn't know if his alien was resistant to Acid Breath, but he definitely wasn't going to take a chance. He raised one of his arms and shot a horde of crystal shards at the circus freak, causing the disfigured man to panic and duck behind one of the cars.
While Diamondhead wasn't looking, Frightwig snuck up behind, coiled her hair-tentacles around his upper body, and tried to pull him off of Thumbskull. What she didn't count of was for Diamondhead to be too heavy to lift. The Petrosapien took advantage of this by grabbing all of her hair tendrils in one hand and started swinging her around in circles while the hair-user screamed at repeated intervals. Out of his peripherals, Diamondhead noticed a familiar clown car in the middle of the road and threw Frightwig into the small vehicle, cracking the window and causing all of the pilfered loot to spill out on top of her like an avalanche.
"Hey, that's our stuff!" Thumbskull complained.
"You mean stuff that you stole," retorted Diamondhead, pounding his fists in emphasis. "And you're gonna put it back unless you want some more?"
"I ain't about to lose a big score because of a walking chandelier," hissed Acid Breath. "Get Him!"
Acid Breath heaved his noxious cloud of death, but Diamondhead leapt into the air at the last second and the acidic cloud ate away at the clown car and everything they had looted, much to the Circus Freak's horror. They were in a state of shock that they didn't react when Diamondhead landed in the middle of them before he punched and kicked them in different directions. Frightwig was the first to get back on her feet and ran at Diamondhead, but stopped when the Petrosapien turned on her. The hair-raising circus freak backed away fearfully as Diamondhead approached her with his arm shifted into a blade while Acid Breath and Thumbskull stood back.
"Don't just stand there like a sore thumb!" Acid Breath snapped at Thumbskull. "Get the boss!"
Thumbskull nodded dimly as he ran back to the circus while Acid Breath went to help Frightwig.
Back inside the tent, the audience was doubled over with laughter, which was very confusing to Trixie since Zombozo hadn't done anything in the last ten minutes except stand in front of his weird machine and encouraged the audience to keep laughing. Maybe this was some kind of human thing, Trixie started to wonder, although being able to laugh nonstop was unprecedented even for humans. Trixie was starting to feel a little suspicious…and a little bit of something else. The echoing laughter of the tent seemed to reverberate inside Trixie's head, making her feel dizzy and nauseous at the same time. She could feel her heart hammering inside her chest and her stomach doing flips. She could feel something happening inside her…she could feel.
"Ooh, what's happening to me?" Trixie moaned, slowly laying herself flat on the bench and closing her eyes weakly. "I feel some many…feelings…."
"Ye-e-e-es," said Zombozo with a shuddering breath. "Laughter truly is the best medicine – for me!"
And the audience found that funny for some reason while it made Trixie feel even sicker. Zombozo cackled menacingly to himself, quite proud of his performance, right up to the point where Thumbskull decided to interrupt.
"Uh, excuse me, boss," said Thumbskull meekly. "Excuse me!"
Zombozo frowned darkly as he turned on Thumbskull and said, "How many times have I told you not to bother me while I'm eating?"
"Uh, uh, uh," stammered Thumbskull, raising his arms defensively. "We ran into a bit of trouble."
Zombozo sneered spitefully and glared at Thumbskull, who cowered under the clown's gaze.
Diamondhead slammed both Frightwig and Acid Breath to the ground and pinned them with his forearms. Frightwig tried snapped her hair at the Petrosapien, but her follicles only bounced off his silicone and Diamondhead clamped his hand over Acid Breath's misshapen mouth to keep it shut.
Diamondhead knew he was winning, but before he could enjoy this victory, an explosion of smoke went off behind him followed by a cloud of confetti. Diamondhead turned around before falling back on his butt with a look of fright on his hardened face as Zombozo made his appearance, followed by Thumbskull.
"I hear you're full of tricks, shiny," Zombozo said menacingly as Diamondhead scooted away from the clown. "Stop me if you've heard this one before."
Diamondhead, frozen in terror, did nothing as Zombozo kicked him squarely in the jaw to lift him up before backhanding him across the street into a cell phone tower. Diamondhead got up to his hands and knees as Zombozo slowly approached him and crawled around behind the tower bars for protection like a pathetic little baby. Zombozo looked both disgusted and disappointed.
"This isn't a hero; it's a zero," said Zombozo exasperatedly. Thumbskull, Frightwig, and Acid Breath looked at each other in confusion, scratching their heads as to why a six-foot rock monster that had been kicking their butts a moment ago was now shaking in his boots. "Bring the curtain down on this little sideshow."
Acid Breath heaved his noxious breath on one of the support beams, corroding the metal into a puddle on the ground, while Frightwig bended another support beam with her hair and Thumbskull bashed his knuckles through a third support beam. With the combined attacks of the Circus Freak Trio, the cellphone tower tilted over and started to come apart piece by piece on top of Diamondhead. The Petrosapien didn't have time to react before one of the beams fell on his back, knocking him to the ground, while two more beams fell on top to pin him down and the rest slammed down to finish the job.
When the smoke cleared, all Zombozo and his minions could find was a massive pileup of steel girders.
"That should be the last time we see our sparkly friend again," said Zombozo proudly. "Come on, we've got bigger laughs to get."
Zombozo vanished in a cloud of smoke and confetti while the Circus Freak Trio – lacking their boss's magical expertise – had to hoof it the rest of the way. They all failed to notice the beeping noise coming from underneath the pile of girders followed by a muffled flash of red light. And a few seconds later, Ben Tennyson crawled his way out from underneath the wreckage through the gaps in the beams. He laid flat on his stomach, taking deep heavy breaths, as he watched the freaky felons run back to the circus.
"Phew," Ben let out a sigh of relief. "That was way too close…."
Unfortunately, all the excitement (and terror) of the Zombozo encounter plus having an entire cellphone tower dropped on him drained Ben of what little energy her had left and fell unconscious.
Ben didn't know how long he had been out, but by the time he woke up, the circus had already been packed up and disappeared, along with Zombozo and the Circus Freak Trio.
The circus seemed to have left a while ago, but there were still people hanging around in the parking lot, thought they all seemed…dazed. They were walking around without actually going anywhere, their eyes glassy and spacious, the small chuckles escaping their lips were sad and lifeless. Ben looked around the lot and saw his grandfather sitting on the curb in a similar state: eyes spacious and dying laughter.
"Grandpa?" said Ben worriedly as he rushed over. He shook the old man, trying to snap him out of it. "What happened?"
"Oh…oh, Ben," said Max with a weak chuckle. "Where'd you go?"
"Where'd I go?" Ben repeated incredulously. "Where'd the circus go?"
"Oh…uh…I-I'm not so sure," said Max, his attention drifting in and out. "I remember we were laughing. It – it was so funny."
"Grandpa," said Ben worriedly. He had never seen his grandfather so lifeless before. "Are you okay?"
"I just…feel kinda glum, that's all," said Max drearily.
"Now don't be down! Turn that smile upside-down – Oh, sweet Galvan Prime, what am I saying?"
Ben snapped his head to the right and nearly jumped out of his skin when he saw the strangest thing in the history of strangest things:
Trixie was smiling…like a kind of maniacal smile that stretched from ear-to-ear…the kind you would associate with homicidal maniacs like the Joker.
The green-haired girl stood alone as a ray of sunshine in a sea of downers and she skipped – yes, she actually skipped – across the parking lot and became a dancing ballerina around Ben and Max, which is something Trixie swore she wouldn't be caught dead doing. Though her expression and posture radiated with happiness, there was a clear sign of panic in her eyes.
"Benjamin, you've gotta help me!" Trixie practically screamed. "I can't control my emotions! My face is starting to hurt!"
"Trixie, what happened to you?" Ben stammered, backing away from the creepy-smiling girl. "What happened to everyone?"
"It was Zombozo!" said Trixie with a little spin. "He did something to drain every one of their happiness and left them in a near-death state!"
"So why are you so happy?" asked Ben.
"Whatever Zombozo did to suck the happiness out of the humans seems to have had the opposite effect on me!" answered Trixie with a dainty leap. "Perhaps it's because I'm not technically human or maybe it's because I rarely show emotion to begin with, but the process that Zombozo used to steal everyone's joy somehow made me even more emotional." Then without warning, Trixie suddenly stopped dance, marched right up to Ben, and lifted him off the ground by his collar with an enraged look in her eyes. "I'M LOSING CONTROL OVER MY EMOTIONS! MY MOOD IS CONSTANTLY SHIFTING LIKE A HORMONAL APPOPLEXIAN! WE NEED TO FIX THIS, BENJAMIN KIRBY TENNYSON, OR I WILL RIP OUT YOUR SPINE AND WEAR IT AS A BELT!"
"Okay, okay, we'll fix this, just put me down!" Ben stammered frightfully. Trixie complied, but she had an angry glimmer in her eyes. "Okay, grandpa is a sad sack and you're having mood swings…. Wait a minute, where's Gwen?"
Unfortunately for Ben and the others, Zombozo and his messed-up circus were already on the road again headed to the next town over. The grim-looking clown hummed to himself delightfully after a job well done while Thumbskull kept his eyes on the road to make sure the truck didn't go off course; he may be an idiot, but he still had his uses.
"Did you pack me a snack for the road?" asked Zombozo menacingly.
Thumbskull smirked, reached for the curtain that separated them from the cargo, and pulled it back to reveal a handful of people sitting in the box still laughing their heads off at nothing, including Gwen.
Zombozo was pleased.
The Rust Bucket was on the trail of the traveling circus, using Trixie as a reference point as she was the only one who paid any attention on where Zombozo's crew was headed (though it was a little difficult to get a straight answer through the constant death threats).
Max was in the driver's seat again, which seemed like a really bad idea considering his broken leg, but it was better than having an overemotional, alien-transforming prepubescent girl at the wheel. Speaking of whom, Trixie had been chained to the table after she nearly choked Ben in a random fit of rage and now had gone from wanting to nail his tongue on the wall to sobbing endlessly on the carpet.
"Zombozo must have zonked out the entire town during the show while his freaks robbed everyone blind!" Ben had to shout over Trixie loud sobs. "But why kidnap Gwen?"
"Zombozo feeds on happiness!" cried Trixie. "Children are easier targets for him to drain joy from!"
"D-don't worry," Max slurred. "We'll catch that clown."
"Y-yeah," Ben stammered a weak chuckle. "Who'd be afraid of a silly old clown?"
"Ben…w-what's bothering you?" asked Max.
"Promise not to laugh?" Ben requested rather miserably. "I'm afraid of clowns." In the back of the Rust Bucket, Trixie suddenly started laughing uncontrollably. "Dude!"
"S-s-sor-r-rry!" Trixie gasped in between laughs. "It's-it's-it' s my emo-mo-tions! I can't-can't control them!"
"Hey, it not my fault!" said Ben defensively. "They just creep me out. Ugh, I'm such a loser."
"Everyone's got their own crazy fear, Ben," said Max kindly, albeit weak. "When I was a boy, I was afraid of heights. Then I decided enough was enough and I climbed to the top of the water tower. Sometime you…" he trailed off for a second, shaking his head, "you gotta scare the fear…out…of…you…."
It was at that moment that Max lost consciousness and smacked his head against the Rust Bucket's steering wheel, his foot slammed on the accelerator.
"Grandpa!" shouted Ben.
Ben quickly unfastened his belt and threw himself across his grandfather to grab the steering wheel. Though he had little to no driving ability, he didn't have much of a choice with Max lying unconscious against his seat while Trixie was busting a gut in the back.
The Rust Bucket swerved dangerously between both sides of the roads, making Ben grateful that there was no one else driving tonight, and scrapped the RV against the guard railing. Despite trying his best to stay on the path, Ben eventually came up to a corner in the road and couldn't turn the wheel in time, sending them flying into the dense forest below.
The trees flew by at blinding speeds and Ben had to pour every ounce of his racing game skills to keep them from crashing (though Trixie's obnoxious laughter was very distracting). Turning the wheel at just the right moments, Ben managed to avoid smashing into the trees and got by with only smashing into a few branches, further abusing the Rust Bucket's already messed up paintjob. After a few minutes of dodging, they were finally starting to come up to a clearing when Ben spotted, with a gasp, a deep chasm in the middle of their path.
"I need an anchor fast!" yelped Ben. Acting quickly, Ben flipped the switch on the console that unrolled the Rust Bucket's awning, which he could see out through the side mirror. "Come on, come on!"
Unfortunately, his plan didn't seem to pan out as well as he had hoped when the awning was ripped off by the passing tree. With that option out of the way, Ben chose to with the only other plan available (which, in hindsight, was the most obvious choice and should have been used from the start.)
Ben turned the wheel as hard as he could, sliding the Rust Bucket sideways, then kicked Max's foot off the accelerator and slammed his own on the brakes. The tires grinded against the dirt and it almost felt like the whole thing would tip over, but the Rust Bucket thankfully stayed on all four wheels and stopped just short of the chasm's edge. Ben leaned his head out the window, staring down of the steep drop, and let out a relieved sigh before rounding on Max.
"Grandpa, are you okay?" asked Ben, shaking the man by his shoulders.
"So…sad…," said Max exhaustedly, barely having the strength to open his eyes. "So very…very…sad."
"Grandpa! Grandpa! Stay with me!" yelped Ben, trying to keeping the old man awake. He walked back to Trixie, who was slowly regaining control over her laughter. "Trixie, what's happening with him? He looks like he could keel over at any moment."
"Zom-Zombozo, he – he had this machine that-that robbed every one of their-their joy," Trixie tried to explain while keeping her chuckles in check. "I – I don't believe in – in spiritual nonsense like – like that, but when –when he – snicker – he robs people…of their joy…I think he – he steals it...from their souls. When he steals from –from their souls, it – it causes them to feel drained…depleted…weak – heh heh. In the most – the most serious case, this kind of method could – could theoretically drain them…of their life. And someone as – as advanced in the years as Maxwell…he barely has…any life in – cough – in him."
"Wait, Zombozo still has Gwen," said Ben, eyes wide with panic as he started shaking the green-haired girl by the shoulder. "Trixie, stay with me here. What's gonna happen to Gwen."
"With – heh – prolonged exposure…," Trixie answered weakly, "it's very likely that – snort – if we don't find her soon…Gwen will die."
It took nearly an hour to get back on the road, but Ben and the others managed to find Zombozo's circus set up on the outskirts of a small rural town getting ready for their next performance. Ben left his depleted grandfather back in the Rust Bucket being watched over by Trixie (who had moved on from her laughter stage into the fear stage where every little thing scared the pants off her).
As Ben snuck around the back entrance of the circus and hid behind the wall of crates, he now realized that this was the first time he was forced to face a villain without Trixie or his family to back him up. The prospect of facing Zombozo alone was almost as scary as the clown himself.
"Okay, Ben, get a grip," Ben muttered to himself. "You can do this. For Gwen."
The young boy leaned over and peeked around the boxes. He spotted the Circus Freak Trio carrying more boxes of which Ben suspected were filled with stolen goods from their night on the town. Once he saw where they were depositing the stolen goods, Ben started to run back around when he accidentally ran into a poster with Zombozo's face plastered against the wall.
Ben gasped in fright and accidentally backed into the stack of crates, knocking them over and spilling the contents on the ground. For a split second, Ben hoped against hope that the Circus Freak Trio hadn't heard him, but he could already hear Frightwig's confident chuckle close by.
"Looks like we've got somebody who wants to see the show without buy a ticket," said Frightwig as she ripped the mask off Acid Breath's face.
Ben quickly activated the core of the Omnitrix as the Circus Freak Trio begin their approach…but the alien space watch decided to be stubborn and not move.
"Ugh, you can never make this easy, can you?" grumbled Ben, pounding the watch with his fist.
Thumbskull charged in first by smashing the crates with his massive fists, Frightwig danced her way through with a twirl of her hair, and Acid Breath brought up the rear with a cloud of his noxious, matter-eating breath. When the deed was done, the Circus Freak Trio turned back to the goopy remains of the crates…only to realize that they had hit the wrong spot when a flash of light went on by the crates behind them.
"What's that noise?" asked Thumbskull dimly. The crates exploded and bolts of electricity shot in every direction as Buzzshock walked out of the smoke, a wicked grin stretched across his lips. "I don't know what you are, but I'm gonna tear you apart."
"You think you can take me, tough guy?" Buzzshock cackled wickedly as Thumbskull rushed in. "You're in for a real shock – Buzzshock, that is?"
The Nosedeenian gathered all of his energy into his body and shot forward to meet Thumbskull halfway, ramming the strongman with an electrified headbutt. Buzzshock's electric charge outmatched Thumbskull's raw power and threw the strongman on the ground as Frightwig and Acid Breath jumped out of his path, rendering the muscular freak unconscious. Buzzshock then turned his attention to Frightwig and shocked her with a few dozen bolts of electricity, but the hair-controlling freak twirled in place while swing her hair around like a shield, somehow resisting the Nosedeenian's power.
"Is that all you got?" asked Frightwig mockingly.
"Just getting charged up, lady," retorted Buzzshock.
The Nosedeenian jumped back behind another row of crates and started flinging several more bolts of electricity at the freak. Unfortunately, Frightwig once again danced her way out of the situation while sweeping her hair across the air to deflect the bolts. But what she didn't realize is that one of those electric bolts was actually Buzzshock in his energy form, who grabbed the end of one of Frightwig's strands and zipped around the freak repeatedly until she was tangled up nicely in her own hair. The Nosedeenian hovered above the struggled hair-user, laughing out loud and kicking his feet in the air.
Acid Breath hopped out from wherever he was hiding and spewed his namesake in the form of corrosive liquid. Buzzshock barely managed to dodge in time and zipped around the maze of crates, but Acid Breath followed him with his acidic spray, dissolving the crates into bubbling puddles. Acid Breath turned his eyes left, then right, searching for the Nosedeenian when the electric alien zipped up to his shoulder.
"Didn't your mom ever tell you it's not polite to spit?" said Buzzshock.
"Who do you think taught me in the first place?" hissed Acid Breath.
The circus freak started to inhale, but Buzzshock clamped his mouth shut and blasted him with at least a thousand volts of electricity. Acid Breath became wobbly as his eyes rolled into the back of his head, falling back unconscious to land on top of Thumbskull.
With the Circus Freak Trio out of the way, there was only one obstacle left for him to face – and Buzzshock wasn't smiling anymore. The Nosedeenian hovered slowly towards the main tent, taking deep, calming breaths as he went.
"You can do this, Ben," Buzzshock told himself. "He's just a guy with a red rubber nose and big shoes. Nothing Buzzshock can't handle."
And that's when the Omnitrix timed out and returned Ben to his natural form in a flash of red light.
"Whose side are you on anyway?" Ben snapped at the Omnitrix.
All alone, without Grandpa Max, Gwen, or Trixie to back him up and the Omnitrix on recharge, the prospects were not looking up for Ben. The terrified boy audible gulped as he steadily walked inside the tent.
The inside was dark, almost impossible for Ben to see anything right in front of him. He kept walking and walking until he nearly ran into someone only a few inches from his face and jumped back. It took him a quick minute for him to realize that he was only staring at his reflection – his horrible, terrified reflection.
"Ugh, great," groaned Ben. "Now you're afraid of your own reflection."
Ben shook his head and marched forward into what was the start of a long hallway of funhouse mirrors, only there was hardly anything fun about this place. Hundreds upon hundreds of mirrors reflecting upon one another like a twisted kaleidoscope made Ben feel sick to his stomach…but the voice that rang in the hall made him feel ever worse.
"Hiya, son!" Zombozo echoed with a cackle. "Something tells me you'd be a barrel full of laughs!"
Ben just kept walking, trying to block out the clown's voice…and ended up smacking face-first into one of the mirrors. He backed up for a moment, trying to catch his baringgs, when his reflection started to twist shape, replacing his face with that of Zombozo's.
"Hey, Mr. Serious," said Zombozo wickedly, shifting and warping until his appeared in every mirror surrounding Ben. "How about a smile?"
The terrified boy backed away and started running in any random direction when the clown started to reach out of the mirrors.
"What's your story, morning glory?" called Zombozo. "Was that your shiny friend that gave my freaks such frowns?"
Reality itself seemed to be losing consistency. One minute, Ben was standing in a hallway of mirrors, and then the next, he was running along an upside-down spiral staircase that seemed to be leading nowhere and everywhere. Ben was starting to think he was losing his mind. After reaching who knows how many steps, Zombozo's head suddenly shot out of the floor like a jack-in-the-box.
"Or how about that weird spark plug outside?" asked Zombozo as Ben turned heel and ran, facing into another Zombozo-in-the-floor. "Do they work for you or are you some kind of freak?"
"I'm not a freak!" shouted Ben.
He tried running again, but Ben honestly couldn't tell what was up or down or left or right anymore – he didn't even know if he was even still on Earth or in Zombozo's twisted personal reality.
The freaky clown's face flared to life in front of him as a fiery outline, causing Ben to step back and slip off an unseen edge into a nonexistent pit. His only salvation was grabbing on to a trapeze bar that appeared out of nowhere, swinging through a blurred realm of colors plastered with Zombozo's face. Unfortunately, the trapeze wires broke mid-swing and Ben was sent freefalling again, this time into a dark pit with a giant spider's web suspended over the abyss.
Ben bounced in the spider's web, but soon found himself completely immobilized, not even capable of moving his pinkie. And to make it worse, a spider with Zombozo's face skittered across the strands.
"C'mon, kid, you need to loosen up – laugh a little," said Zombozo, crawling right up to Ben's head and pressing his pointed legs at the boy's face. "It's what keeps me going."
Zombozo slashed his pointed legs, purposely missing Ben and slicing the strands of webbing to send him plummeting into the abyss.
Falling and falling for who knows how long – time didn't seem to matter here – but Ben did stop eventually, belly flopping against the very hard, very solid ground. A spotlight shined on him from above as he pushed himself up, soon realizing that he was back at the circus in the center ring. He heard footsteps coming from behind, flipping around and came face-to-face with the horrific clown himself. As Ben looked up at the Zombozo, it was the first time he realized that that the bobbles on his shirt and hat weren't just for aesthetic. The souls of the people Zombozo had drained swirled and moaned in agony inside the orbs, begging to be released, including Gwen.
"Now don't tell me you're afraid of old Zombozo," said Zombozo tauntingly; Ben backed away from him.
"What do you want?" asked Ben, keeping his head down
With a wicked smile and a snap of his fingers, another spotlight flared to life and Zombozo stepped aside to show off his soul-sucking machine. The cable connected to the machine sprang to life, slithering like a serpent, and shot across the tent to attach to the small, hidden opening in Zombozo's back. The machine raised the grim clown off the ground, floating him around the air with relative ease, much to the clown's twisted delight.
"Only what every clown worth his floppy shoes wants: to make people laugh – " answered Zombozo, who suddenly twisted into a horrifying cartoonish version of himself. " – then drain their positive energy like a sponge at a pool party!" He snapped back to his normal appearance with a nonchalant shrug of his shoulders. "Is that so wrong?"
"Is that the machine you used to suck the life out of your audience?" questioned Ben.
"I call it the Psyclown," Zombozo displayed his machine with a flourish. "Clever, eh? Soon I'll be taking my act to the big cities: New York, Hollywood, Gotham – okay, maybe not Gotham, that Joker guy creeps even me out. But just imagine it: millions of people laughing for me, feeding me, making me stronger.
Ben finally raised his head and stared down Zombozo without looking away in fear.
"I want my cousin back!" Ben demanded.
"Cousin," said Zombozo, leaning forward and practically spitting the word in Ben's face. "Oh, didn't you hear? She ran away with the circus!"
He waved his arms with another flourish and a third spotlight flashed on, revealing Gwen's prone form on the ground only feet away. Her skin was noticeably wrinkled and clung to her bones, like she had had rapidly aged in a short span of time. She was still chuckling, but it was weak and dying like herself. Seeing his cousin, Ben narrowed his eyes and decided right then, right there, that enough was enough. He stood up, facing Zombozo, as he pressed the button to activate the Omnitrix's core.
"Oh, you're funny," said Ben in a menacing tone of voice. "But I'm gonna get the last laugh."
He slammed down the Omnitrix and, in a flash of green light, Ghostfreak hovered over the dark and dreary clown. Zombozo stared at him for a moment, blinked, and shook his head confidently.
"Nice try, kid, but I saw all the tricks," said Zombozo, crossing his arms with a smug smirk. "I don't buy 'em."
"I just figured out there's something I'm even more afraid of than you," Ghostfreak told him in his faint, raspy voice. Without warning, he clocked Zombozo across the face, wrapping him in his own cable, and went invisible. "Losing my family to some goofball emotion vampire."
Zombozo untangled himself and looked around for Ghostfreak, who appeared directly behind him.
"In other words – " Ghostfreak hissed, flippingg Zombozo around and socking him in his big rubber nose, leaving his knuckle prints as he vanished. " – you're going down, clown."
Zombozo gnashed his teeth furiously; he didn't like it when someone upstaged him in his own circus.
The grim clown hovered to and fro from his machine, inspecting the vastness of his own tent without finding a trace of the ghost (which made sense since he's a ghost). But as Zombozo turned around, a plank of wood swung from out of nowhere and smacked him cleanly across the face, sending the clown flailing into his own machines. Zombozo smashed through the main section of his Psyclown, which caused the machine to malfunction and inevitably explode. All of the souls that Zombozo had collected were scattered and free to return to their own bodies such as Gwen, who instantly returned to her naturally youthful state.
Zombozo groaned as he climbed out of his machine, leering at Ghostfreak as the Ectonurite floated in front.
"I'm warning you to back off," Zombozo tried to sound threatening, but his words came out weak.
"You want to see something really scary?" Ghostfreak hissed.
What happened next was too horrifying to be written into words. All that could be said was that Ghostfreak pulled away the sections of his skin and ushered something truly…frightening. So frightening, in fact, that Zombozo, who received a full look at what lurked inside the depths of Ghostfreak, suddenly flew back in terror, smacked into his machine, and dropped to the ground. The grim clown backed away from Ghostfreak as he floated closer, shivering in terror.
"Aw, now don't tell me you're afraid of old Ghostfreak," said Ghostfreak mockingly.
"P-please, no more," stammered Zombozo.
But Ghostfreak wasn't having it. The Ectonurite flashed his claws…and Zombozo blew up like a balloon and popped in a cloud of confetti complete with a honking noise.
"Whoa, that kinda even freaked me out," said Ghostfreak.
The Omnitrix timed out once the threat had passed and Ben ran to his cousin's side. He shook the redhead by the shoulder, earning a stress-relieving groan as Gwen's eyes slowly fluttered open.
"Wha…Ben?" moaned Gwen tiredly as Ben eased her into a sitting position. "Hey…did you ever get that popcorn?"
Ben and Gwen returned to the Rust Bucket later and discovered that when Zombozo's machine had been destroyed, Grandpa Max was lively again and Trixie was in control of her emotions (though Ben was honestly going to miss the scardy-cat phase). They had wasted no time calling the police and sent an anonymous tip about the circus pilfering towns, which meant they needed to get out before the boys in blue showed up.
Trixie was once again in the driver's seat while Max rested in back with his leg propped up, being nursed by Gwen, while Ben rode shotgun.
"You feeling okay, Trixie?" asked Ben.
"Better than I've been in the last four hours," answered Trixie, back to her usual nearly-monotone self. "Nice work, by the way, Benjamin. Scaring away your fear like that."
"Thanks," said Ben.
"Boo!" Gwen shouted, jumping out from behind wearing a clown mask.
"Oh, hi, Gwen," said Ben casually. "Trying out some new make-up? That's a good look for you."
"Aw, you're no fun anymore," Gwen whined, tossing the clown mask and disappearing in back.
"Nicely played," Trixie complimented him with a smirk.
"Thanks," Ben repeated. "Now we can work on your fear of magic next."
"I believe you humans have a specific phase adequate for this situation," said Trixie. "Hell no!"
Next episode: Lucky Girl