Omni-Magic Summer Ep 10: The Last Laugh

I don't own anything, except my OCs.


2 thugs were climbing onto a boat in the local large park lake at night with stolen loot. "Knocking over that shop was a piece of cake!" The other man laughs at the comment. Just then, one of them notices some bubbles over the side, looking in confusion as 2 glowing green eyes flashed in the water. Suddenly, 3 clawed black hands shot up and grabbed his face, dragging him into the water.

His partner tries to find him when Overflow's head pops out, moving closer to him as the man gets scared and runs away. The alien follows the running thief underwater. The man turns and backs away slowly as he exits the park onto the streets, looking for the thing when Overflow shoots out of the water and lands in front of him, scaring the man as the alien approaches him.

The thug quickly went behind and tilted a hotdog cart on its side, spilling oil. The liquid spread around the alien as a sparking wire ignited it, making a ring of fire. "Got love an old-fashioned BBQ!" The man smirks as Overflow deadpans. "Really?" He merely rockets himself out and behind the man, grabbing and tossing him into a bunch of trash cans as he groans in pain. "I swear that these thugs get dumber every day." Overflow muses as he also puts out the fire as well.


Later, the Canterlot City Police Force showed up to arrest the man and his partner as one cop told Overflow. "I don't care what a few people say, you circus freaks are okay to us!" "'Circus freak'?! I'm an alien superhero, not a freak! Don't you know the difference?!" Overflow rockets away on his water as the cop comments. "Looks more like a freak to me."


Intro:

A Galaxy is shown with some planets as outer space music is heard.

Just for a flash of green light to occur, and shows the Omnitrix symbol with Ben's silhouette in the middle as the song picks up.

"It started when an alien device did what it did."

The 1st clip is Ben discovering the Omnitrix as it latches onto his arm as he panics.

He then presses down on the dial, transforming him into Heatblast as he cries out.

"And stuck itself upon his wrist with secrets that it hid."

"Now he's got superpowers; he's no ordinary kid. He's Ben 10! (Ben 10!)"

The logo flashes a bit before showing off aliens:

Grey Matter, Overflow, Shock Rock, Heatblast, Tear-Wolf, Lodestar and Astrodactyl.

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

"He'll turn into an alien before your very eyes!"

The boy is then shown transforming into Tear-Wolf as six more aliens appear and zoom in:

Upgrade, Shock Rock, XLR8, Four Arms, Heatblast and Tear-Wolf.

" He's slimy, freaky, fast, and strong; he's every shape and size."

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

Just then, a flash-animated Ben runs towards the screen, flips, and morphs into Tear-Wolf.

He bites at the screen as a black and green '1'. Appear next to him.

2: Four Arms is next as he grins, raises his arms, and flexes.

3: Grey Matter leaps at the screen, only to splat comically.

4: XLR8 appears and zooms away.

"Armed with powers, he's on the case!"

"Fighting off evil from Earth or space!"

5: Upgrade wiggles his legs around as he raises his arms.

6: Shock Rock generates lots of power and blasts a large beam of blue energy across the screen.

7: Overflow flies upward on his water blasts.

8: Astrodactyl displays his whips and then rockets away on his jetpack.

"He'll never stop 'till he makes them pay!"

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

9: Lodestar raises his claws as they generate a green aura as several pieces of metal float around him.

10: Heatblast chucks a fireball at the screen as Ben lands on the ground with his fist, cracking it as he grins.

"Ben 10! (Ben 10! B-B-B-Ben! Ben 10! B-B-B-Ben!)"

Tear-Wolf is then shown leaping from some trees as he looks fierce.

Shock Rock poses as he finishes transforming.

Sunset and the Rainbooms are shown powering up into their magic forms.

Heatblast chucks a fireball.

Ben is then shown slapping down on the Omnitrix.

The Mane 6, Spike, the royal sisters, the royal crystal family, Discord, Starlight Glimmer, Trixie and reformed Changelings, and Ben in griffon form stood together as they glared at someone as the Omnitrix boy smirked with crossed arms.

Twilight is shown fighting a giant bird monster as she uses her magic to slam it down on the ground.

Four Arms cries out as he finishes transforming.

XLR8 is shown running on top of the water.

The opening finishes up as the aliens all get sucked into the Omnitrix. Ben shows it while green rays come from it as the title appears next to him.

Ben 10: Omni-Magic Summer.


The next day, Ben was walking down the mall with his hoverboard under his arm, looking for something to do when he saw a group of Canterlot Wondercolts chatting about something in front of a poster. Curious, he pushes through the group and sees a teen named Flash Sentry and his rocker buddies. "Hey, Flash. What's going on?"

"Hey, Ben! There's a traveling circus that's stopping by town! And Principal Celestia and Luna arranged a trip for all of us to go!" "Indeed!" Ben turns towards Trixie as she exclaims. "The Great and Powerful Trixie always loves the circus and the magic act." "That's because you belong in one as a failure." Ben burns as he looks at the poster of 'Zombozo's traveling circus of laughs' and widens his eyes at the smiling clown on the paper.

"I… don't feel like going. I'm not into the circus." "Nonsense!" The group part to see Vice-Principal Luna as she smiles. "You'll love the circus because it's almost time to leave!" The crowd cheered and left for the circus as Ben stayed. "Actually, I'm thinking of staying and catching some air with my board." "Come on, Ben! It will be a lovely family time thing as well." Luna left after taking Ben's board with her. The boy glances at the poster and gets a worried look. "Somehow, I doubt I'll ever have a good time." He follows out but can't stop thinking about a bad feeling in his gut.


The group of teens, along with the Rainbooms and Ben with his aunts walk towards the tent as many citizens from the city walk in as well. "WOW! The whole city showed up for the show!" Sunset comments as Celestia adds in. "Me and Luna haven't been to the circus since we were little girls." "It has been quite some time since then!" Luna thought about it.

As they walk, Ben looks at the posters of the clown from before, getting creeped out as the smile seems… Sinister. Ben tries to get the others to leave. "You know, maybe they're sold out? We did come in a large group, after all." "LADIES AND GENTLEMEN!" The group sees an announcer standing in front of 3 booths. "Presenting the finger-headed freak of nature, whose strength knows no bounds: THUMBSKULL!" A big, muscular guy with grey skin and a toenail on his head steps forward and bends a steel bar over his neck.

The crowd was impressed while Sunset and Ben weren't. "Please, Tear-wolf and Four Arms can easily do that." The girl whispers out. The man tosses the bar up, only for an orange tentacle with a black ball on the end to grab it. The limb belongs to a woman with pale skin, black paint on her cheeks, and the back of her head. She wore a tight-fitting black jumpsuit with yellow stripes on the arms. She had five orange-red tentacles on her head. She also wears flat shoes. "And presenting Frightwig! When this beauty lets down her hair, no telling what could happen." She bends the bar into a pretzel as Rarity comments.

"I don't know about you, but that jumpsuit and makeup just scream fashion disaster." "Yeah, and what's up with the hair? Is she trying to be Mane-iac's cousin or something?" Rainbow adds to Rarity as Frightwig places the metal on an anvil as a lean, man that has wrinkly, pale skin. He has red eyes with different-sized pupils, and little bits of straight black hair poking from the top of his head. And is a bit hunched in a black outfit with orange-striped arms lumbers out of the last booth.

"And last, but not least, the freak whose skill is as vile as his attitude: Acid Breath!" The man took off his mask and revealed his green gums with little to no teeth, breathing a green gas on the metal, melting them both as the crowd gasped in disgust. "Okay, that is just nasty, dudes." Sandalwood comments as Octavia holds her stomach. "I think I'm going to hurl." "That... is just not right." Lyra groans out as Bon-Bon nods while her cheeks puff out a bit.

Unbeknownst to the others, Ben snuck away and was looking around when he saw a light coming from a tent with flaps slightly open. He peeks through the crack to widen his eyes at the clown from the poster in front of a mirror. "H-h-howdy folks! Are you ready to laugh? Perfect! You're going to knock them… Dead!" Just then, his tongue extended as he licked his lips, chuckling sinisterly as Ben backed away in terror.

As he steps back, he bumps into something, turning with a cry to see Twilight Sparkle behind him. "What is up with you?" "What are you talking about?" She answers as she motions to the circus. "Ever since we got to this place, you've been acting paranoid. Is there something wrong?" The boy snaps back. "There is nothing wrong with me, okay?!" "Hey, you 2! The show's about to begin." Applejack said as she waved, making Twilight say to the boy. "We'll talk about this later." Ben got annoyed as he followed her into the tent.


A spotlight shines on the ringmaster as he yells. "LADIES AND GENTLEMEN! BOYS AND GIRLS OF ALL AGES! The circus of laughter is proud to present: The Sultan of Smiles! The crown prince of chuckles! The grim tickler himself! The star of our circus! ZOMBOZO THE CLOWN!" A small red clown car drives in, honking its horn as it screeches to a stop. The driver's door opens and out steps a clown with red hair and pale skin. The jumpsuit he wears is striped purple and grey, matching his bow tie. He wears big black shoes, gloves, and a top hat with a big blue orb on with smaller ones on his arms.

The crowd starts laughing as well as the Wondercolts, except for Ben who stares at Zombozo like he is something scary. The boy realizes that this guy is the same creepy clown that he saw on the posters and billboards as well! The car then drove off and U-turns, revving its engine as the clown gives a 'bring it on' gesture.

He then made a red cape appear and taunt the car like a bullfighter. As if in response to the taunt, the car shot forward at the cape as both exploded in confetti, sending the crowd laughing even harder. "If you love clowns, then this is the place to be! You're going to die laughing! That's a Zombozo guarantee!" He said as a big machine with blue orbs powered up behind him.

"I'm going to get some popcorn!" Ben said as he left, making his aunts look concerned. "Is Ben alright?" "He's probably hungry." Luna shrugs out as Zombozo calls out. "Now, I have never been good at math, but I believe I have your undivided attention! Now how about some volunteers?" Pinkie was laughing like crazy as the camera zooms into her eyes. "Ahh… So full of life." The clown appears in the girl's eye as he smirks. "For now."


Ben ran out of the tent and stopped to breathe, looking back with a glare. "Clowns are never funny!" CRASH He went to investigate the noise, ducking behind a car to be shocked to see the freak trio robbing some stores! "Whoa! The freaks are felons!"

Thumbskull scoops up some jewelry from a display window as Acid Breath melts part of a car off to steal its radio. Frightwig jabs her hair around an ATM and rips it out. "It's payday! Hahaha!" Ben narrows his eyes and realizes that it's hero time. "Time to introduce these guys to my magnetic personality." He activates the Omnitrix, selecting Lodestar as he slaps down. FLASH

Thumbskull was carrying 2 flat screens when a manhole cover floated up and slammed him in the face, just as Lodestar landed on top of the clown car with a smirk. "You guys didn't pay for that stuff, didn't you?" Acid Breath spits at him, but Lodestar merely leaps back and uses his magnetism on the car, lifting it like a shield as it takes the hit and melts. He then used his magnetism on a couple of mailboxes and slammed them together on Acid Breath from different sides, dazing the freak. Frightwig lashes out with her hair. But Lodestar notices the orbs at the end as he sends out a wave of magnetism that replies the tendrils back to Frightwig, knocking her down. "How did he do it, magic?" Thumbskull wonders as he rubs his face from soreness. "Not magic! Just my natural magnetism!" Lodestar smirks.

Lodestar charges at Frightwig as the other 2 stand up. "Don't stand there like a sore thumb, get the boss!" That was all Acid Breath said before getting shocked by Lodestar's electro-magnetism as Thumbskull ran to get the boss.


Everyone kept laughing as lights in different forms of circus stuff danced through the room while Zombozo grinned at the sounds. "Laughter is truly the best medicine… For me!" The people kept laughing like hyenas, not stopping by the looks of things. Thumbskull ran up to his boss as he tried to get his notice. "Excuse me, boss. Excuse me!" Zombozo got a ticked-off look as he addressed his goon. "How many times do I have to tell you?! Don't bother me until I'm done eating!" "It's… just, well… We ran into some trouble." The clown snarls out at the word trouble.


Lodestar pins both freaks down on the ground. "All right, this party is over you 2! Wait a sec, where did the third one go?" Lodestar looks around, trying to figure out where the big guy went." Just then, a cloud of smoke and confetti appears behind him, making him look back as Zombozo steps out. " I hear that you're full of tricks, metalhead. Let's see if you know how to… Play dead."

He then notices the head and, with surprising speed, kicks it, sending it flying off. "Wait! That's not faiiiiiiirrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr!" He cries as it bounces down the street and lands somewhere, just as the body stands and falls with a thud. "Fun's over! Let's head back." Zombozo dusts his hands off and orders as the group goes back to the tent.

The body then stood up after a bit and fell around the ground, trying to find his head. "Hey! Over here! Hey!" Lodestar's head cries out as it lies near a trashcan. But the body just stumbles around as Lodestar realizes something. "What am I yelling for? I'm the part with ears." Lodestar notices his body is getting closer and closer. "That's it! you're getting warmer! Warmer! You're red-hot! You're burning up!" He grins as it looks like the body is going to grab him, but just gets a discarded soda can instead and places it around the arch. It shrugs out as Lodestar frowns. "Very cold. Freezing, I might add." The body was able to finally grab the head and place it back, just as the Omnitrix times out. Ben was on his knees as he was low on energy, sighing as he collapsed in exhaustion.


Ben groans as he wakes up, rubbing his head as he looks around, realizing what has happened. "Oh, right. That clown kicked the metal out of me. Glad he's gone." He notices the tent is gone but sees something weird.

He ran up to it to find the people just walking around in a daze, some chuckling while others looked like zombies. He saw all the students were infected too. "Flash? Are you okay, dude?" No response as tries with the others. "Micro Chips? Sandalwood? Lyra? Bon-Bon? Thunderbass? Norman? Octavia? Vinyl? Trixie? Mint? Derpy, wake up! You too, Planet! Come on, Crimson! Curly, snap out of it!" Ben kept trying with the other students, but they were all too tired and were chuckling. "What's wrong with all of you? It's like you're all zombies or something?" He looks to the side to see Luna passed out while Celestia is still chucking with droopy eyes.

"AUNT CELESTIA!" He ran up as the woman half-greeted. "Oh… Hey Ben. Heh-heh. You missed quite the show." "Where did the tent go?" The woman looks back to see the empty area as people keep walking, all dazed. "I don't know… All I can remember is laughing… It was so funny. Heh-heh-heh…" She fell asleep as the boy shook her awake. "I… Managed to… Gather up all of the students… But, so tired." Ben looks at the group, only to notice something off. "Wait a minute! WHERE'S THE RAINBOOMS?!" "The Rainbooms…" The boy turns towards Trixie as she groggily answers. " I… Think I saw them… With Zombozo early…" "ZOMBOZO?!"


As a circus truck drives along a cliffside, the clown asks Thumbskull, who is driving. "Did you pack me a snack for the road?" The strongman pulls back the curtain in the back to reveal the laughing Rainbooms. "Good, I like the pink one! She's practically filled with energy! Until I'm through with her."


Celestia was driving after them in her convertible as Ben rode shotgun with her as the boy deduced. "So, Zombozo uses his show to zonk everyone in town out and have his freaks rob everybody blind! But why would they kidnap Sunset and the others? It doesn't make any sense." "I don't know... No matter the cause… We'll stop and... And catch that clown." Ben answers as he looks out the window. "Yeah, who's scared of a silly, old clown anyway?"

"Ben, is there… Something you want to tell me?" Celestia asked as she could tell, despite her state, that Ben was hiding something. The boy sighs out, realizing that he can't hide the truth any longer. "Promise not to laugh? I'm terrified of clowns. When my parents took me to the circus for the first time when I was 3, it was the 1st time I saw them, and they scared the heck out of me. Ever since then, they creep me out! I feel like a loser cause of that."

"Ben… Everyone fears something… When your… Grandpa was your age... He used to be terrified of heights… But enough is enough… He... Climbed to the top of a water tower. Sometimes… You got to… Scare… The fear out you…." Celestia passed out and Ben was shocked! "Aunt Celestia!" He quickly grabbed the wheel as he tried to keep straight. As the car swerved, he noticed they were heading for a railing as the boy screamed. Luckily, he remembers the emergency brake and pulls it, screeching to a stop just before the railing. Ben sighs in relief as he shakes his aunt awake. "Aunt Celestia, wake up!" She weakly opens her eyes as the boy asks. "What happened after I left the big top?" As Celestia tries as best as she can, she remembers.


[FLASHBACK]

Everyone in the crowd kept laughing as the show continued, cackling like hyenas when ghostly figures exited from their bodies and into the machine Zombozo was hooked up to. "I love the sound of laughter! It FEEDS my soul!" The clown grins as he feels stronger by the minute.

[FLASHBACK OVER]


"Ben…. I think Zombozo steals more from people than their possessions… I think he also steals people's happiness as well…. Until there's nothing by a shell…" Ben looks down in thought, realizing in horror. "And he's got Sunset and the others!" He quickly took the keys out and unlocked the doors, placing them on the dashboard as he called out. "You stay here! I'm going after that nutjob!" He ran down the road, dialing his Omnitrix to XLR8 and slapping down, turning into the speedster as he zoomed off.


Ben hides near some crates as he peeks out from behind them, seeing the Circus Freaks setting up the whole place as they move crates. Ben turns, only to jump back and bump into the boxes in shock from a Zombozo photo, making the top box fall with a thud and alerting the trio. "Looks like we got someone who wants to see the show without buying a ticket!" Frightwig cackles out as she tears Acid Breath's mask off as they all approach Ben's box. The boy activates the watch but doesn't transform when he slaps down. He tries a couple of times and even bashes his fist on the stuck core. "You never make this easy, do ya?"

The freaks approached the box and they attacked it one at a time: Thumbskull ran up and smashed it. Frightwig whirls upside down and whips it and Acid Breath finishes it with a spit stream. They both look at the destroyed remains when… FLASH "What's that noise?!" Thumbskull asks his partners.

SMASH The 2 boxes behind them exploded as an Upgrade-enhanced baseball launcher walked out. "I don't know what you are, but I'm going to tear you apart!" "You wanna play hardball? Game on!" The machine fires a barrage of small balls at the charging man, hitting him in the mug and sending him flying on his back as one knocks him on the head.

Frightwig leaps in front as Upgrade fires again, making her deflect the balls as he takes cover. "Is that all you got?" "Just warming up, lady." He fires another stream as she blocks them. He then fires 2 more at her feet, making her dodge one, but she gets tripped by another as she gets tied up in her hair and another ball hits her in the head.

Acid Breath leaps on a box and fires his acid, making the robot run behind a bunch of boxes for them to take the hit. "Didn't your mom ever tell you it's rude to spit at others?" Upgrade calls from behind. "Who do you think taught me in the 1st place?" He breathes in, only for Upgrade to fire a baseball to clog his mouth and more to knock him out for the win. "Strike 3!"

The alien unmerged and walked to the entrance. "It's okay… You got this, dude! He's just a guy with a rubber nose and big shoes. Nothing Upgrade can't handle!" BEEP BEEP BEEP BEEP FLASH "WHO'S SIDE ARE YOU ON?!" Ben decides to just go in instead of arguing with a stubborn space watch. As he walks in, he notices that he is in a hall of mirrors, looking around at his reflections. He suddenly got spooked by something, only to realize it was another mirror.

"Great! Now you're scared of clowns, cheap costumes, and your own reflection!" He keeps walking, unaware of being watched. "Hiya son!" The boy looks around for the clown's voice, only to find nothing, getting angry as he keeps stomping on. "Something tells me you're a barrel of laughs!" He bumps into another mirror, backing up while rubbing his nose as the reflections turn into Zombozo's face. "Hey, mister serious. How about a smile?" Ben's eyes shook as the clown's grin was everywhere.

He runs down the hall as hands reach for him. "What's your story, morning glory? Was that your metal man, that gave my freaks such frowns?" Ben screeches to a stop when a Zombozo in a box springs up in front of him, making him turn back to another one. "Or what about that weird blob, outside? Do they work for you?" Ben was launched into that by a third one underneath him. "Or are you some kind of freak?!" "I'M NOT A FREAK!" Ben calls as he tumbles through the darkness as a flaming clown's face laughs like a demon. The boy quickly grabs a bar and swings, leaping and somersaulting through a ghostly Zombozo as he closes his jaw, almost chomping him. Just then, the other bar's ropes snapped off, making him fall onto a spider web.

As the kid hero struggles, a golden spider with Zombozo's upside-down face on it crawls towards him "Come on, kid! You got to loosen up! Laugh a little!" He pinches the kid's cheeks with his front legs as he sweats. "It's what keeps me going." The spider screeches and slashes with its sharp legs, cutting Ben away as he cries while tumbling down, landing with a thud in the spotlight. The boy looks up to see he is in a ring and looks back to Zombozo approaching him. The boy looked terrified as he saw the souls traveling up his arms.

"Now, don't tell me you're afraid of old Zombozo, now?" Ben's eyes widened in terror at seeing the laughing Rainbooms in his hat, only they were surrounded by fire and looked old. The boy quickly steps back and stands up, keeping his head down while demanding. "What do you what?!"

The clown snaps his fingers, making another light shine on his machine as it starts up, making the cable attached to his back as he is lifted. "Only what every clown worth his floppy shoes wants: To make people laugh! AND THEN DRAIN THEIR POSITIVE ENERGY! LIKE A SPONGE IN A POOL PARTY!" "Is that so wrong?" The man innocently shrugs, not caring about how evil his plan is.

"Is that the machine you use to suck out the happiness from your audience?" "I call it the Cyclown! Clever, eh? Soon, I'll be taking my act to other big cities! Millions of people laughing for me! Feeding me, making me stronger!" The boy looks up with a glare. "I want my friends back!" "Your friends? Didn't you hear? They ran away with the circus!" Zombozo shows the Rainbooms, only lying on the floor and all aged as some weakly chuckle. "So…. Weak…. Can't…. Stop laughing…." Pinkie mumbles out.

Ben looks in horror as the girl who loves to party and brings smiles to people is now hurting from the one thing she loves. Ben closes his eyes, only for them to flare open while his hand clutched, and his teeth bare into a snarl. The core pops up to Tear-wolf's icon as Ben glares at the chuckling clown. "Oh, you're funny. But guess what? I'M GETTING THE LAST LAUGH!" He raises his fist and slams it on the watch. FLASH


The watch sank into his arm as veins protruded out of his arm, traveling up to his eye as he shut it before it shot open, making it all green. He turns around as silver grey and white fur starts covering him as he gets bulky his hands become 4 with small claws. New clothes form on him as he roars out, posing as the morphing is done.


Zombozo stares at the wolf beast and shakes his head with a smirk. "Nice try, kid! But I sell the tricks, I don't buy them." Tear-wolf snarls as he says in a low tone. "I realized that I'm scared of something else than you!" He lands a powerful right hook that tangles the clown while making him dazed. "And that's losing my friends and family to some goofball emotional vampire!"

Zombozo untangles himself to turn as Tear-wolf lands a powerful kick that almost breaks his jaw. "In other words, you're going down clown!" The man barely had time as Tear-wolf pouched on him, landing several harsh blows and even scratching him with his claws. He leaps at the clown and gives a solid left hook. SLAM The blow knocks Zombozo into the orb of the Cyclown, overloading the machine as parts of it explode, just as the ghosts were released from it.


The ghosts were released as a blue shockwave extended all over the state, restoring all the souls to Canterlot City as well as the Canterlot Wondercolts. "Ben did it." Celestia smiles as she starts calling the police.


The Rainbooms' souls were restored as they regained their youth. Zombozo stumbles out of his machine as Tear-wolf approaches him "I'm warning you to back off." Tear-wolf growls and grabs the clown by his shirt, biting his metal teeth into part of his tube and grabbing it. He then starts slamming the clown on the ground repeatedly for a while, finishing by twirling him around and tossing him at his machine legs.

The clown curls up and starts shivering as he is bruised, cut, bleeding, and breathing heavily while being scared. Tear-wolf stomped over and spoke in a cold tone. "Never, ever, ever, get near my family or friends again! GOT IT, CLOWN!?" "Please, no more!" Tear-wolf took a deep breath and roared in the clown's face, making cracks in the ground and blowing the clown into a wall with pure power behind it. The clown's head inflated until he burst into a cloud of confetti. BEEP BEEP BEEP BEEP FLASH

Ben shook his head and rubbed it. "Whoa! I had no idea Tear-wolf could get so angry! To be honest, I think I scared myself." Ben notices the girls are waking up, making him run over as he checks. "Wha… What happened?" "Is the show over?" Sunset moans out as Rarity wonders. "Ben… I thought you were getting popcorn?" Pinkie questions as the boy smiles.


Later, Celestia is driving Ben home while the police take the freaks and their loot into custody. "Are you feeling okay, Aunt Celestia?" "Happy as a lark! Pretty clever, by the way, scaring your fear." Celestia smiles and winks at him. "Thanks. I guess seeing Pinkie in so much pain, made something inside of me snap. I was lucky I kept from mauling the guy, even after all he did." "Well, glad you still had some control. But I'll let you know that you have me, Luna, Twilight, Sunset, Spike, and your Equestria friends behind you all the way." The woman smiles as the boy returns the gesture and they keep driving. Ben is glad he got over his fear as his true fear was losing his friends and family, something he vows won't come true, not on his watch.