A/N: Hey everyone, I had a thought occur to me and I was originally supposed to ask it in the last episode, but would you like to see Race Against Time? I honestly don't know if I should do it or not. I'm obviously gonna do Alien Swarm, but I can't for the life of me decide if I wanna attempt to do it. Lemme know if you wanna see it or not. If yes, I'd have to cram it into Season 4. If not just vote no. To answer your question yes, I do wanna update those books, have the Pirate Adventure still undergoing some writing since I'm craming the whole arc into one chaper. I'm not the type to stretch shit out makes it anticlimactic. And RoH, eh, we'll see. Those books aren't going anywhere and neither am I, that I can guarantee you.
Chapter 25: Last Laugh
After there whole Christmas debacle, the Tennyson family were currently enjoying themselves at a pierside carnival. Ben, Hope, Max, and Gwen were enjoying the rides before an explosion rocked the pier. Gazing over to a nearby yacht, the group could see black smoke rising from it.
"Wonder what's happening over there?" Max commented gazing at the yacht curiously.
"Grandpa, there being robbed." Gwen answered pointing to the robbers.
Ben narrowed his eyes before seeing two robbers, climbing into a rowboat near the yacht, "Crime never sleeps, so neither will I." Ben soon raced off from the Ferris Wheel leaving behind his family and the crowd watching.
"It's hero time!" He grinned before he slammed his hand onto the faceplate becoming engulfed in an emerald light.
The two robbers were soon rowing back to the pier's carnival when an unidentified creature was soon seen swimming beneath the seas surface. The robbers soon made it, beneath the pier to spot a ladder.
"Hurry up, before the police arrive." The first robber rushed as he started climbing the ladder as fast as he could with his haul of loot.
"I'm coming, can't believe how easy this was-" He trailed off before the sea exploded and a creature leaped upwards grabbing the second robber. He screamed before he was grabbed and pulled into the sea.
His partner heard his friends cry of help and turned around to find him gone, "James? Where'd you go?" He gazed around, but couldn't find him. Anger started coursing through his veins, "James, stop playing around and hurry up with the other bag!"
No reply. He almost thought that James betrayed him, when he saw six pairs of eyes attached to a unidentifiable creatures head with a lantern ontop poke through the sea. His eyes widened in fear before he backed up frantically, "Screw this!" He soon scooped up his loot and made a run for it.
RipJaws followed beneath the sea before dashing upwards and colliding with the piers boardwalk. The robber tripped over his own feet before he came face to face with the aquatic alien monstrosity. He started backing up when he saw it drawing closer to him. Then he heard something that frightened him even further.
He heard it speak, "Where do you think you're going?" It's voice was deep and raspy. His fangs which seemed to resemble that of a shark or a piranha.
"St-Stay aw-ay, you frea-freak!" He stuttered in fear which seemed to anger the aquatic alien.
"That's not very nice." He then started walking towards him which made him bump into a small hot dog cart. Seeing his opportunity to lose the monster he grabbed the cart and knocked it over quite aggressively.
The oil from the cart spilled all over the wooden boards surrounding the Piscciss Volann. RipJaws stopped in his tracks and gazes at the spilt oil before the crook pulled out a lighter, "Sashimi anyone?" He quipped before dropping the lighter as the oil soon caught fire.
"Fish jokes? I'm gonna make you regret that." RipJaws glared as the fire encircled him with the crook smirking confidently. RipJaws smirked before an idea popped into his head, 'This idiot clearly didn't seem my water intake filters, so why not play the part.'
The robber watched as he started breathing heavily, almost like he was croaking, "Wat-er!" He raspy voice croaked out, "Wa-ter!" It pleaded which made him sneer in victory.
"No water, only fire. You overgrown seafood platter." The crook laughed.
'Okay, now you're really gonna get it.' RipJaws glared before he leaped through the flames shocking the robber, "SURPRISE!" He yelled before punching the man straight in his jaw.
The crook was soon rendered out cold before he could hear police sirens approaching. He grabbed a piece of metal off the fallen hot dog cart and ties it around the crook. RipJaws gazed around at the crowd, gazing at him in astonishment while taking various pictures of him. He didn't say a word before he leaped into the air and back into the sea with a splash.
Max, Gwen, and Hope were soon making there way back to the Rust Bucket when they see Ben standing by the door, "How was it, Ben?" Gwen asked.
"Eh, two bit criminals. Nothing to worry about." Ben answered with a wave of his hand.
"Good job, alright let's get back on the road." Max smiled climbing into the Rust Bucket. Ben soon climbed aboard when Hope noticed Gwen had stopped.
"Gwen, is something wrong?"
Gwen raced over to a light pole and grabbed a flier and showed it to Hope, "It's a travelling circus."
Hope looked at the flier and grinned, "This could be fun." Ben and Max soon climbed out the Rust Bucket to see the girls holding a flier.
"You two coming?" Ben asked.
"What's that?" Max asked pointing at the flier in Hope's hand.
"It's a travelling circus, grandpa can we please go?!" Gwen answered and soon pleaded to go. Once those words left her mouth, Ben suddenly tensed up before something appeared into the forefront of his mind.
"Did you just say circus?" Ben asked stiffly.
"Yeah. Is there something wrong, Ben?" Hope asked looking at Ben who was alittle tense from the answer.
"I'm fine, uh, maybe we should do something else." Ben said as he tried to steer the conversation away from the circus.
"Why not, seems like a fun opportunity for us." Max asked looking at the flier, "You're not scared are you, Ben?"
"What-? Of course not." He rubbed his neck anxiously trying not to let them know of his absolute fear of something residing in the circus.
"Then let's go. It's close too. Let's hurry before tickets sell out." Max soon climbed back into the motorhome with the flier, excited to see the circus.
"Sweet!" Gwen cheered as she climbed into the RV. Hope smiles as she climbs into the RV right behind Gwen, "Hurry up, Ben!"
Ben sighed, "Ah man." He climbed aboard and closed the door.
It didn't take them long to find the Circus, due to the large showlights above. The RV soon stopped infront of the large tent before climbing out the motorhome. The group gazed around to see everyone heading for the large tent.
"Seems the whole town showed up." Max commented seeing so many visitors here.
"Must have just set up, let's hurry up and get a good seat." Gwen remarked as she raced inside with Hope and Max behind her.
Ben on the other hand, was trailing behind due to his coulrophobia. He didn't wanna admit he was afraid of clowns, especially with the Omnitrix clamped to his wrist. Or have Hope see him as a coward who couldn't get rid of his fear of clowns. He noticed the trio waiting for him and he had to speed up or else, he'd suffer Gwen's wrath.
As the Tennyson family took there seats, Ben tried as hard as he could to get them to leave, but they weren't budging.
"Ben, what's up with you?" Gwen looked at her cousin who was antsy to get out of here.
"Nothing, I just don't wanna be here. Can we do something else?" He pleaded.
"Then why do you wanna leave so badly?" Gwen asked narrowing her eyes suspiciously at him. Hope and Max were also curious as to what was wrong with the alien hero.
"I-it's ju-just-" Before he could explain himself, a voice could be heard from the speakers.
"Ladies and gentlemen, welcome to our circus! Gather around for our circus trio! THUMBSKULL!" He announces before a hulking man comes out.
He has pale skin, his head in general looks like a thumb with a giant nail on his forehead. He wore a black and purple striped shirt and black pants that stopped at his calves. A piece of metal was dropped infront of him causing the mutant man to bend it into a pretzel. The crowd soon erupted into applause from the performance.
"What a feat! Our next trio is different from our muscle bound compatriot. May I introduce a lady who's as frightening as her hair than her hands. Give it up for FRIGHTWIG!"
A woman soon came out who was as equally pale like her friend. She has pale skin and black paint on her cheeks and the back of her head. Her hair was orangish-red and was long, basically touching the ground long. She wore a black and yellow striped jumpsuit with black flats.
Ben watched as she controled her hair like arms and tear through a metal cage like it was nothing. Ben felt so uneasy from this before he heard the announcer's voice again.
"Truly frightening! Now our last member of the trio has a bad case of rancid breath. Literally! Give it up for, ACID BREATH!" He announced before another member came out.
Acid Breath has wrinkly, pale skin. He has red eyes with different-sized pupils, and little bits of straight black hair poking out of the top of his head. Most of his teeth are missing and his gums are green. His outfit is black with bright yellow stripes on his arms, and he has a little bit of a hunch back.
As the paled skinned man came out with a gas mask attached to his face making Ben shudder abit. When he inhaled deeply before a gas cloud was released from his mouth. The tv melted like butter once his acid breath hit. Ben could feel goosebumps trailing down his body as everyone started clapping for the freaks.
Ben couldn't contain his beating chest and quickly stood up, gaining the trios attention, "You okay there Ben? You look like you're about to have a panic attack?"
He quickly shook his head, "I'm okay, just need some air." They exchanged looks before nodding, they were abit curious as to what was wrong with him.
"I'll go check on him." Gwen said as she soon raced off after him.
"What do you think is wrong with, Ben?" Hope asked gazing at Max who shrugged.
"No idea. Since I could remember, I've never seen him so afraid well aside from the wolf attack." Max thought tapping his chin.
"I'm worried about him."
"Me too, Hope."
As Ben walked through the empty circus, he could practically hear his heart pounding like a drum, "Get a grip, Ben. He's not real. He'll never be real. No need to be so afraid." No matter what he did to attempt to calm his beating heart, it wouldn't slow down. He could feel something was seriously wrong with this place.
He soon caught glimpse of some light peeking through a partially open tent. Curiosity getting the better of him, he walked over and took a peek. When he saw what was inside, he almost had a heart attack. He gripped his chest tightly as his skin paled when he saw the person inside.
It was a man with dark blue skin, orange hair, that seemed to have a receding hairline. He wore a large top hat over his large forehead. He had a red nose, with two lines of red make up slanted over his eyes. He had two large buck teeth with red lipstick. He was overweight in an old tattered clown costume, which was blue with three black cotton balls. Black and blue stripped pants, and large black floppy clownshoes. But what caught Ben off guard was his glowing yellow eyes.
He was too in shock to see the clown talking to himself in the mirror. He did whatever he could to try and move, but he felt his feet rooted to the ground. His grip on his chest tightened to the point the knuckles on his hand started turning white. He could feel himself hyperventilating as the clown gazed at himself in the mirror and grinned evilly. The remaining color in Ben's face soon drained when he felt himself backing up quickly.
He didn't make it far when he bumped into someone, "Hey, watch where you're going!" A familiar voice yelled, but Ben paid it no mind when the voice turned around, "I'm talking to you-! Oh, Ben it's just you." Gwen smiled at her cousin, but that smile soon vanished when she saw Ben's face, "Ben? Are you alright, you look like you've seen a ghost?!"
Due to the fear currently making it's way through his system he didn't speak all he could see what the clown haunting his every moment. Those striking, menacing, yellow eyes gazing into his soul. He was still too in his head when he felt someone grab his shoulders firmly, he looked over and saw the clown leering over him with a menacingly smile plastered onto his face stretching out his lipstick.
"Hello Benjamin Tennyson." He howled into a fit of laughter when the boy dropped to his knees, the fear clearly evident on his face.
"Ben! Ben! Get ahold of yourself! Ben!" Gwen shook his shoulders, but he was responding. Gwen was worried about him, he was paler than usual and looked to be on the verge of a heart attack.
He felt the clowns laughter echo into his ears. He gripped his head tightly, "Make it stop! MAKE IT STOP!" He screamed before a hard stinging sensation was felt against his face. When he looked over at the clown that he thought was infront of him, he gazed hard to see the clown distort into his cousin.
"Ben! Are you okay?! What's wrong with you?!" Gwen yelled her concerns at her cousin who absentmindedly rubbed his stinging cheek, "Sorry, about slapping you, but you were freaking me out!"
Ben didn't say anything which worried Gwen even more, "Ben, you can tell me anything, you know that right?" She placed a comforting hand onto his shoulder.
"I'm fine, really." He gave her a ghost of a smile which didn't quite reach his eyes. Gwen could see through him, he looked hollow.
"Are you sure?" She asked gripping his shoulder alittle tighter.
He nodded, "Yeah, probably didn't get enough sleep." He lied, but Gwen didn't wanna call him out on it.
"Okay, let's get back before grandpa and Hope start wondering where we are." Gwen stood up and help Ben to his feet. The two were then walking back to the performance tent when something in Ben's head started ringing.
He felt this familiar ringing as SpiderMonkey, it was when something dangerous was looming about. He gazed backwards to see the clown peeking though his tent and looking straight at him. Ben felt his blood run ice cold once he felt the clowns menacing eyes on him. He quickly rubbed his eyes to see if he was just hallucinating it, but when he looked again the clown was gone.
'What was that? I could have sworn he was just there?' Ben thought as he soon heard his cousins voice.
"Ben, you coming?"
Ben quickly shook his head to rid himself of that chilling experience then replied, "Yeah." He went racing after his cousin. Unbeknownst to the both of them of the chuckling clown watching them both leave.
The duo soon make it back to find the show to he starting, "And now, put your hands together for our greatest performer yet. ZOMBOZO THE DANCING CLOWN!" Ben stiffened when in a puff of white smoke and confetti the clown from earlier appeared bowing as he oogled the crowd before seemingly finding the alien hero.
Ben felt the hairs on the back of his neck stand up in fear before he heard this clown speak, "HELLO EVERYONE! Do I have a great show for you tonight!" He grinned before taking off his top hat and shoving his entire arm into it and pulling out a chair. Then a table. Plates and silverware. Then food, "Sorry folks, didn't have much to eat today." The crowd was laughing at him except Ben who's instincts were screaming this guy was dangerous.
His family was too distracted by this clowns act so it was pretty easy for him to sneak away. He raced out of the tent as fast as he could, "I don't know how much more I can take." He muttered to himself, "That clown, I don't what it is, but I know he's watching me." Ben shivered at that revelation before he went walking towards the Rust Bucket when he heard glass shattering.
He raised an eyebrow inquisitively at the noise before he snuck around the motorhome. He glanced around before looking around at the town having been ransacked. He narrowed his eyes suspiciously as he looked over to see the circus freaks. Thumbskull broke into an electronics store and was carrying two plasma's, Frightwig tore through a cinderblock wall and pulled out an atm with cash flying around, and Acid Breath melted a glass window of a jewelry store and took the jewels.
"It's payday!" Frightwig laughed into the air as Ben watched in anger.
"Time to play web up the circus freaks." He spun around activating the Omnitrix and soon spinning through his playlist landing on a familiar hologram. He slammed his hand onto the faceplate becoming engulfed in an emerald light.
Ben felt like he was deevolving, he started growing blue fur all over his body. He blinked his eyes as he grew four extra eyes, his ears pointed out, and his teeth grew into fangs with a lone line running directly from his lower lip running downwards unto his chin. The bones in his two arms split into four arms with three fingers one each hand. A tail sprouted out from his butt. Fur covered his forearms, his body, his neck, and face, as two black circular bands were wrapped around all four arms. The Omnitrix badge appeared on his chest, "SPIDERMONKEY!" He screeched loudly. Pounding his hands onto his furred covered chest.
The circus freaks gazed over to see a brief flash of green light, to then see a blue monkey flip onto a car, "Listen freaks, I'm gonna give you three seconds to put everything back or else." The Arachnichimp howled as Thumbskull just started laughing.
"Talking monkey funny!" He grinned as SpiderMonkey glared at him, "Does talking monkey want to play?"
"Oh you wanna play? Then let's play." SpiderMonkey stated before leaping straight off the car's roof and punching the numbskull upside his head. The hulking freak groaned in pain as he dropped the tvs he was carrying.
SpiderMonkey leaped off the hulking freaks body, Acid Breath was about to hit him when web sprung from his tail hitting him in the mouth. He started trying to pull it off quickly, but he didn't get it off quick enough because SpiderMonkey landed ontop of him. SpiderMonkey felt that familiar ringing in his skull, he backflipped as Frightwig attempted to restrain him, but he held her hair tightly before using some of his super strength and pulling her off her feet.
The Arachnichimp landed ontop of the goons car. He gripped the roof of the car and pulled the metal roof straight off. The trio watched in shock as the small furred monkey had unimaginable strength. SpiderMonkey watched the loot they'd been stealing fly out, before glaring at the trio, "I've always hated this trick. The whole fitting fifty clowns in one car. Can you freaks get any more cliche."
"No stupid monkey is gonna get in between my loot." Acid breath remarked as he inhaled deeply, SpiderMonkey soon felt his spider sense blare when a giant cloud of gas exhaled from the freaks mouth. SpiderMonkey leaped into the air as the goons car melted from a solid to a boiling liquid.
They watched as he landed in between them, he leaped and punched Thumbskull off his feet. Before his spider sense blared, he ducked under Frightwig's hair before grabbing them firmly and launching her into Acid Breath who was about to attack him. The Arachnichimp felt his spider sense erupt when he saw Thumbskull charging straight at him. SpiderMonkey stopped his fist from making contact with him, but Thumbskull launched his other fist only for it to blocked by him, "Can't take the heat then stay out the kitchen!" He soon overpowered the muscle bounded freak before roundhouse kicking him in the face.
Frightwig and Acid Breath watched as Thumbskull collided with a wall. Before he could order Frightwig to do anything, SpiderMonkey was already upon them. He punched her in the face, sending her head bouncing off the asphalt road. Acid Breath cursed under his breath before he received a vicious uppercut from the spider hybrid which launched him into the roof of a car.
Thumbskull rubbed his aching head as he gazed at his fellow freaks to see Frightwig getting launched into a brick wall. He watched as Acid Breath got up from the car and gazing over at him, "Don't just stand there watching like a sore thumb! Get the boss!" He ordered before charging at the alien hybrid. Thumbskull didn't need to be told twice as he went racing off to get Zombozo.
SpiderMonkey wrapped his hands around Frightwig's tentacle like hair and flung her into Acid Breath, "Damn this stupid monkey." He muttered before SpiderMonkey landed ontop of them.
"I'm done playing with you freaks." He muttered darkly as webbing shot from his tail webbing there arms to the ground. He soon webbed Acid Breath's mouth shut to avoid being melted like that car. He watched them struggle through there confines, "It's over. I don't know where you sent that hulking idiot, but I'll hunt him down after I get done with you two." He raised his hands above his head when in puff of white smoke and rainbowed confetti another contender soon joined the frey.
SpiderMonkey froze in his place as his spider sense was ringing hard throughout his head at the danger lurking behind him. His instincts were also telling him to get out of there. He turned his head slightly to find Zombozo looming over him with a sinister grin and Thumbskull behind him.
Overcome with fear, SpiderMonkey backed up his spider sense and instincts were basically screaming within his head at the danger present. Zombozo's normal blue eyes, started turning a sadistic yellow in color as he approached the fear striken Arachnichimp, "I hear you're full of tricks, little Monkey, but let's see if you know how to play dead." His dangerous and raspy voice echoed out. SpiderMonkey was too afraid to move let alone think as Zombozo punched the Arachnichimp hard. He soon followed it up with a kick to his chin.
SpiderMonkey soared through the air colliding with the street as the clown leered over him, his teeth morphing into a set of sharpened fangs, "What's wrong? You aren't afraid of little ole me, are you?" He mocked as his hands morphed into claws. And soon attacked the Arachnichimp, slashing, punching, kicking, headbutting him. SpiderMonkey felt like the beating lasted for hours when it was actually just a few minutes. He soon punched him into a metal tower, hearing the monkey hybrid howl in pain.
Ben was too afraid to fight back as he whimpered in fear and scurried beneath the metal tower. Zombozo scoffed, "Mad Howler Monkey more like a chicken. You seriously called me out here for this?!" He glared at the three freaks who looked on with skeptical expressions on there faces.
"Boss, he wasn't like this before you showed up-" Acid Breath tried to explain, but Zombozo wasn't having it.
"I don't care, bring the curtain down on this side show!" Zombozo ordered. Acid Breath soon released a huge cloud of gas, as Frightwig tied her hair up against one of the support beams, and Thumbskull started punching the beams as hard as he could. The metal tower started creaking loudly before tilting and soon crumpling in a heap of debris.
SpiderMonkey gazed in fear as the tower crumpled ontop of him. Thumbskull walked over to the pile picking up a few pieces of debris, "Monkey bye bye!" He started laughing loudly before he heard Zombozo's voice.
"Come on, we've got bigger laughs to fry." He grinned before exploding in a cloud of smoke and confetti.
The freak trio soon went racing back to the circus, but if they had stuck around for a few more minutes they would have witnessed the rubble shifting to see an exhausted Ben Tennyson watching the freaks get away. Not able to hold himself up anymore, Ben passed out from exhaustion.
Ben soon groans rubbing his pounding head, "Ugh it feels like I got hit by a truck." He gazed around into the empty streets and realized the freaks got away, "Gotta warn grandpa, Hope, and Gwen." Not wasting another second he went racing towards the empty lot of the circus to find some of the audience still there giggling to themselves. He raised an eyebrow, 'That's odd? Where'd the circus go?' He soon spotted Max sitting on the curb near the Rust Bucket laughing softly to himself.
Ben raced over to him, "Grandpa!" He stood infront of him to see the old man laughing, but he looked to be in pain from the laughter, "Grandpa, are you okay?!"
He kept laughing as he caught sight of his grandsons face, "Oh Ben, there you are. Hehe. You missed one heck of a show. Hahaha." Max smiled painfully as he kept laughing to himself.
"Grandpa, where's Gwen and Hope? Weren't they with you? And where'd the circus disappear off too?" Ben fired off question after question at his laugh filled grandfather.
"I don't know, hehehe, they were with me inside the tent. Hahahaha, I have no idea where they could be. The circus probably moved to the next city over." Max answered as he kept laughing to himself.
"Grandpa, those freaks are imposters. They must have kidnapped Gwen and Hope. We need to rescue them!" Ben yelled as Max had a pained expression on his face.
"Hehehe, let's go." He replied as the two climbed into the RV and raced off after the circus.
The two went racing through the mountainside after the circus freaks, "What did you find out about them, Ben? Hahahah."
"Zombozo and his band of freaks are thieves. They disguise themselves as a circus and rob the town blind, but why'd he kidnap Hope and Gwen, I have no clue." Ben deducted as Max nodded with a pained smile on his face, a feint chuckle escaping his lips. Max glanced at Ben who looked more tense then ever.
"Ben, what's wrong?" Max asked softly. Ben crossed his arms over his chest and gazed out the window annoyed, "You can tell me anything, it'll stay between us. Gwen and Hope aren't here to hear this. So tell me what's wrong? What are you so afraid of?"
Ben gritted his teeth before he suddenly exploded, "Clowns, okay! I'm afraid of clowns!" He yelled rubbing his face in embarrassment, "Awhile back ago, Ken took me to see that new IT movie, and it traumatized me. I've been afraid of clowns ever since and when I saw Zombozo, he looked just like that evil clown Pennywise. I couldn't handle it, and now everytime I see a clown. I freak out to the point of a possible panic attack."
Max listened intently to his grandson's confession, "Ben it was just a movie."
"That's what Ken said! that's what my parents said! That's what those doctors said! I KNOW IT'S JUST A MOVIE, but I can't help wonder if I came across a shape shifting evil clown who was powered by fear, I don't think I'd be strong enough to beat him." Ben whimpered before shedding tears before Max spoke up once again.
"Ben, I understand being afraid of something like that, but you can't live your life in fear. You're one of the strongest people I know and I'm proud of you, son. No one would judge you for being afraid because it's okay to be afraid aslong as you know you can overcome your fear. You can do it because I believe in you just like Hope and Gwen believe in you. They look up to you, so you need to be strong in order to protect them-" Max stated firmly before trailing off, Ben went wide eyed as Max passed out behind the wheel. The Rust Bucket started leaning dangerously to the left and off the cliff.
Ben jumped out his seat and grabbed the wheel to avoid hitting any trees on the way down the steep cliff. The motorhome flew at break neck speeds down the cliff, Ben rolled his grandpa out the drivers seat and took his place before slamming his foot onto the break pedal, bringing the motorhome to a screeching stop, but it wasn't helping because gravity was bringing it further down the cliff till they stopped due to two tires popping. Ben was panting heavily as he gazed at his grandpa on the ground, he was soon by his side in an instant.
"Grandpa? Grandpa? Grandpa, can you hear me? Are you alright?" Ben asked concerned for his grandpa's suddenly passing out like that.
Max opens his eyes weakly, his face looked to be one of sadness and a look of longing, "I feel sorrow." He stated grimmly as he gazed at Ben.
"Grandpa, what happened in the show after I left?" He asks directly wanting to know what that clown did to his family.
"I remember energy somehow being leeched from the audience and Zombozo saying 'Laughter feeds his Soul.'" Max answered shocking Ben of this revelation.
Ben gritted his teeth in anger, "Not only is he an underhanded jewel thief, but a shape shifting vampiric leech feeding off of peoples emotions." His eyes widened in fear when he remembers Gwen and Hope are with him and are in trouble, "Grandpa, you rest here, I'm gonna go on ahead."
"N-no, you can't defeat them, Ben." Max had a forlorn look on his face as Ben shook his head.
"I'll be fine, grandpa. Right now, Gwen and Hope need me. I swear I'll come back for you." He states firmly, seeing the fire in his eyes Max nodded softly before Ben helped him into the passengers seat.
"Be careful, Ben." He muttered weakly before unconsciousness claimed him once again.
"I will, Grandpa. And I swear I'll get them back." He soon climbed out the Rust Bucket before becoming engulfed in an emerald light. In Ben's place was a black and blue velociraptor on wheels, "XRL8!" He shouted before his visor slid down his face and soon went racing back up the steep slope and zooming through the mountainside. His destination the next town over.
XLR8 soon arrived in the next town to see a giant tent in the background, his glare deepened through his mask as he soon went zooming through the streets towards the tent. He slammed his hand onto his badge before reverting back to normal. He soon snuck onto the circus's fairgrounds to rescue Gwen and Hope. He looked around to see the circus freaks unloading boxes.
"What are these freaks doing?" He whispers to himself as he watches them unload box after box. He unceremoniously bumps into a box knocking it over, 'Fuck.' The loud noise soon draws the freaks over to his location.
"Seems we have an early guest." Acid Breath comments taking his gas mask off.
"You know what they say, 'early bird gets the worm.'" Frightwig laughs as they surround the box, Ben's hiding behind. He immediately starts scrolling through his playlist on who to use.
When the freaks charge the box. Thumbskull smashes it, Frightwig slams her hair into it, and Acid Breath melts the thing into pieces. The trio gaze at the broken/melted boxed to find no one there when from behind Thumbskull near another pile of boxes a flash of green light erupts gaining the trios attention.
"What's that noise?!" Thumbskull asks before the boxes Ben was hiding behind exploded into black smoke and broken wooded shards. They turned around quickly to find a silhouette walking out of the smoke.
He was tall, about seven foot. He was different shades of green wrapped within vines, his hair resembled fire. His forearms were orangish-yellow and his feet were roots. But the trio noticed a green and black hourglass badge wrapped tightly within his chest. His emerald eyes were blazing like his hair, before a nasally voice echoed into the night, "SWAMPFIRE!" The Methanosian exclaimed loudly.
Thumbskull glared at the Methanosian, "I don't know what you are, but I'm gonna tear you apart!" He stated boldy before charging towards the vined tendrilled alien.
Thumbskull threw a punch which made the Methanosian ducked under his large fist, "I told you before, can't take the heat stay out the kitchen. Now I've got to turn up the Heat-blast!" His mask wrapped tightly around his face before flames blasted out of his palms, sending the muscle bound buffoon carroling back to his compatriots.
Frightwig launched her hair at him as SwampFire ducked and dodged before vined tendrils sprung from his wrists into the form of swords, "Looks like you could use a hair-cut!" He quipped before launching over her and slashing through her hair and soon roundhouse kicking her in her chest. He watched her crash into a crate of boxes.
Acid Breath landed ontop of a box and released his rancid breath at him. SwampFire barrelrolled over the gas cloud before returning small fireballs at the pale faced freak. The two raced around the campground dodging each other's attacks. Acid Breath hid behind a crate as a small ball of fire soared above him. Acid Breath soon leaped to his feet and shoot a stream of hazardous mist at him, SwampFire backflipped over a crate of boxes to avoid being melt like the boxes protecting him.
"Didn't your mother ever tell you it's impolite to spit?" SwampFire mocked from behind the melt crates with Acid Breath looming over him with a sinister grin on his face.
"Who do you think taught me in the first place?" Acid Breath said before inhaling, but left himself open. SwampFire didn't think twice before blasting him in the chest with a stream of flames.
He widened his eyes at the intense heat, but failed to notice the Methanosian leap over him with his left leg raised, "Sleep tight, stink breath." SwampFire soon delivered a swift, but effective axe kick into Acid Breath's head rendering the stink freak unconscious.
"Three down." He soon gazed over to the tent narrowing his eyes in anger, "One to go." He slammed his hand onto his badge before rushing into the tent unbeknownst to him the Omnitrix's faceplate started flashing yellow again.
Ben wanders through the large circus tent till he realizes he's surrounded by mirrors. He shakes his head trying to psyche himself up, 'You can do this, he can't get into your head if you don't let him.' He soon opened his eyes to see various reflections of himself. He didn't let it bother him as he kept moving through the house of mirrors.
Zombozo's fanged teeth grinned sinisterly as he could see the teenager approaching, "Look who's here!" The clown's voice soon echoed out through the mirror house gaining Ben's attention, "Something tells me you didn't come here for a ticket to the show?" He laughed heartily which Ben noted as he attempt at either sarcasm or lame humor.
Shrugging the annoying clown off, He continued walking through the house of mirrors before walking face first into a mirror trap. He rubbed his nose at such a lame trick before backing up, gazing at the reflections suspiciously before seeing his reflections transform into the shape shifting clowns face, "Hey, Mr. Serious, how about a smile?" Soon Zombozo's face covered the mirror trap, his yellow menacing eyes and fanged teeth laughing at him.
He backed up, his breath soon hitched within his throat as he could feel another panic attack building up. As he bucked up the mirror house transformed into various forms of Zombozo as Pennywise smiling sinisterly at him, "What's wrong Benny ole boy, you don't wanna play with us? We all float down here. Hope. Gwen. Max. There waiting for you."
Ben tried running when a flurry of red balloons lifted into the air revealing the horror clown who's yellow eyes bared straight through his soul, "What's wrong, Benny? You look like you've seen a clown?" He then grinned sinisterly as it revealed sharp fanged teeth. He soon rushed towards Ben who was backing up frantically. He felt his back hit a mirror when he turned back towards the monstrous flesh eating clown to see dozens upon dozens of red balloons floating above him. When they suddenly started popping, the red balloons soon descended to the ground scattered around him.
Ben closed his eyes tightly and mumbled to himself repeatedly, "It's not real! It's not real! It's not real!" He uttered over and over till he felt weightless and was moving through the air before landing harshly on his back surrounded in dark room with the a door behind him. Ben felt himself hyperventilating as he gazed around at the clown dolls located within the tiny room.
At the end of the room was a long table, with a long brown coffin on top of it. The coffin soon opened up slowly and eerily. As slowly as he could, Ben made his way towards the coffin dreading what could possibly be inside. Unbeknownst to him as he got closer, the clown dolls watched his every move never taking there eyes off of him. Once he reached the coffin, he slowly peeked inside to find a missing teenager poster and his dead body filled with maggots. His eyes widened in horror before he felt the urge to puke his guts out. He quickly grabbed the coffins lid and slammed it shut before it flew open again and out came Zombozo as Pennywise standing ontop of the coffin grinning evilly at Ben.
"Holy fuck." He uttered scared beyond anything he could have ever seen in his life.
"This isn't real enough for you, Ben? I'm not real enough? It was real for your family." He soon leaped off the coffin towards the boy who was backing up frantically when the door opened and Ben tripped and fell landing in a park.
He was backing up frantically, looking around for anything to lead him back to the circus, but he saw nothing. He stood up on shaky legs before looking around for anything. He saw a large lumberjack statue and a amphitheatre in the distance, but it was empty, "Snap out of it! He's using your fear against you! You've got to be brave!" He attempted to psych himself up again, but Zombozo's horrendous laughter soon filled the air.
"That's right, Benny! Why should you be afraid of old Zombozo!" He looked up to see Zombozo floating with atleast two dozen balloons heading straight for him, "Don't be afraid, we just want to play!"
Ben was backing up even more, but everything changed when he blinked. Zombozo was gone and so was the lumberjack statue? Ben could hear creaking and a sinister voice mocking him from behind, he slowly turned around to be met with a demonic possessed lumberjack statue. He roared at the top of his lungs as Zombozo mocked him in a fit of laughter. Ben began running away as the lumberjack swung his axe at him, attempting to maim the boy.
He yelled in panic as the lumberjacks attack's kept getting closer and closer, tearing up the dirt and benches surrounding them. Ben soon tripped and fell as the lumberjack loomed over him roaring loudly, Ben cowered into the fetal position yelling at himself, "IT'S NOT REAL! IT'S NOT REAL! IT'S NOT REAL! WAKE UP!"
When suddenly Ben awoke with a fright within the center ring of the tent and the real Zombozo hovering over him, "So glad you could make it, Ben, we were so lonely." He teased. Ben could feel his heart racing within his chest as he met the clowns yellow menacing eyes.
Knowing that fear will always be etched into his heart, he cast his gaze to the ground unable to look the clown in the eye, "My, oh my, giving me the silent treatment when I've been so welcoming to you. You're such a bad party guest, Benny." Zombozo grinned maliciously at the fear striken boy.
"Well, I'm more used to feeding on laughter, but I can't resist a fresh feast of overwhelming fear." Zombozo lowered himself to Ben as he snapped his fingers and a light shined brightly in the corner revealing Zombozo's hidden contraption.
Ben could hear him loud and clear, he was gonna kill him. Drain him of his emotion like he did to all those other people, "Is that the machine you used to suck the happiness out of everyone?"
Zombozo grinned, "I call it the Psyclown. Isn't it fun? This is a first, I've never encountered someone so scared of me. It's enticing, sweet, and it gets me going. Tasty, tasty, FEAR!"
Ben gritted his teeth, "I'm not afraid of you!"
"Is that so? Then why don't you lift your head up and we put it to the test?" Zombozo dared, but Ben wasn't an idiot.
"Why so you can kill me like you did everyone else?" Ben yelled, he soon lifted his head, "Give me Gwen and Hope back!"
"Didn't you hear?" He said somberly before grinning like a madman, "THEY RAN AWAY WITH THE CIRCUS!" On a nearby platform a light shined on the bodies of Hope and Gwen who were still laughing faintly.
Ben's eyes widened in shock as he sees them on the platform, wrinkly and frail, barely alive. The fear from earlier was soon overcome by anger. Not just any anger. Raw, fueled, revenge driven anger. Ben's surprised horror was soon morphed into a dark glare before he stood onto his own two feet. He lifted up his left arm with the Omnitrix flashing yellow, but quickly turned green with a new hologram hovering above.
"You think your so scary! You think your so funny! Well I'm about to get the last laugh!" He yelled furiously as he slammed his hand onto the dial and was soon engulfed in an emerald light.
Ben felt his skin decaying at an alarming rate, black and white striped tentacles exploded out of his stomach wrapping tightly around his waist. His legs morphed into a ghostly tail, his hands grew black claws, with black and white striped elbow spike. His eyes morphed into one pink eye with a black pupil in the middle. His skin was grey with black lines running throughout his body. On his wrist were metallic chains. His lone pink eye was located through the folds of his body. The Omnitrix badge was located on his chest with a lock on it.
As the blinding emerald light ended, Zombozo gazed at the ghostly alien in front of him before crossing his arms over his chest and scoffing, "Sorry kid, I sell the tricks. I don't buy them."
The new alien gazed at his clawed hands before gazing at Zombozo his lone eye narrowing at him, "I just thought of a fear worse than some overgrown clown. Losing my family to a shape shifting, no talent, hack." He pulled his right arm back and delivered a vicious punch into the clowns jaw. Knocking the clowns straight off his head. Before vanishing from his sight.
Zombozo looked around for the ghost before hearing his raspy voice echo out around him, "In other words, you're going down...clown." He delivered a vicious punch into his nose, hearing it honk, before follwoing it up with an uppercut to his jaw. He then disappeared again angering Zombozo, whos hands morphed into claws.
"Show yourself, brat! Stop hiding!" Zombozo yelled as Ben appeared behind him delivering a devastating blow into his kidney knocking the wind out of him, he then clocked him in his jaw.
"You won't harm anyone ever again." Ben's ghostly voice echoed out before a sudden wooden plank appeared and smashed itself over Zombozo's head. He then brought it into his chest and smashing it back into his face. Ben watched as he smashed straight into his machine destroying it.
Zombozo lifted himself out of a glass capsule as Ben lowered himself in front of him. Fear was evident in the vampiric clown's voice as he spoke, "I-I'm war-warning you, sta-stay away."
"You wanna see something really scary?" He asked, but didn't give him a chance to respond as the tendril unwrapped itself from his waist as he gripped the folds of his skin and unveiled it before him. Tentacles scattered from within the folds of Ben's ghostly body.
Zombozo backed up immediately before hitting his machine which sent him tumbling to the ground. He backed up, shivering in fear from the approaching deathly alien who flew down to him, "Oh what's the matter? Don't tell me you're afraid of GHOSTFREAK!" He revealed as he hovered above the fear striken clown.
His blue skin was deathly pale as the newly named GhostFreak hovered above the clown, "Ple-please no mo-more. Hav-Have merc-mercy!" He begged as he tried to shield his eyes from the alien ghost flying above him.
"Sorry fresh out of mercy." GhostFreak taunted, "BOO!" He yelled as the clown inflated and exploded into confetti and smoke. GhostFreak reaches for his badge and taps it's reverting back to normal. He grips his head before remembering everything he did as his newly dubbed GhostFreak, "Man, first time using him and he scares me more than a clown."
With the clown gone, the joy that was sucked out of everyone was soon returned to there bodies. He watched as Gwen and Hope's returned to theres. He raced over to see them turning back to normal, "Hope, Gwen? You two okay?"
"Yeah, my ribs hurt though." Hope answered as Gwen rubbed her pounding head.
"Got something to cure this headache?" Gwen asked as Ben just laughed.
"Way ahead of you."
With the circus freaks off to jail, and changing the tire on the Rust Bucket the Tennyson family was soon vack on the road with Ben explaining to them everything that he had to endure to reach the girls. To say they were shocked was an understatement. They were all proud Ben had conquered his fear of clowns.
"I'm proud of you Ben." Max stated as Ben smiled brightly.
"Thanks grandpa. Hopefully that's the last time we see Chuckles and his band of misfits."
"We'll see, but what you said about your newest transformation, GhostFreak? Do you remember anything else when you turned into him?" Max asked worriedly.
"Bits and pieces, it felt like I was me and I wasn't me, ya know? It felt like two halves split down the middle trying to gain control." Ben answered as he gazed at the Omnitrix.
"Sounds scary." Gwen remarked.
"Believe me, it was. Especially when he revealed the folds underneath his skin." Ben shivered, "Don't think I'll be getting alot of sleep from that experience."
The group laughed at Ben's antics, "Glad to have you back to normal, Ben."
"Let's stop for smoothies!" Hope cheered as they agreed when Ben muttered to Max.
"My kind of woman." Max snickered at his comment as they drove off down the freeway.
To Be Continued...
A/N: Hey there, this was so good to me cuz I gave it much more horror vibes. Especially when i took a few scenes from both IT movies to make it more exciting and it actually worked and I'm insanely happy it did. Look forward to the next episode till next time.