Special thanks to Winter Witch, Carth, Razz, Anti, Ender and Runny.

Ben hated clowns. Hated them. Hated their garish makeup, their laughter, their odd clothing… quite frankly he just hated the very existence of clowns.

So when the circus was in town? He tried not to show it, but Ben was genuinely uncomfortable. The so-called 'circus freaks' were bad enough, but seeing the clown in the garish makeup and the baubles on his coat and his freakishly long tongue-

He bumped into something. Shrieking, Ben turned around to fight only to have small hands clutch at his wrists. Bringing them together, Ruby held them firmly and said, "What's your deal, Tennyson?"

Breathing heavily, Ben asked, "What do you mean?"

"Ever since we decided to go to the circus, you've been acting weird," Ruby told him, brow furrowed. "What are you scared of?"

"I'm not scared of anything!" Ben protested hotly.

"I don't believe you," Ruby told him bluntly. "Everyone has a fear, even you."

"If you're so sure about that, then what are you afraid of?" Ben countered defensively. He could feel his old fears coming back to life, could feel it surrounding him like an ugly miasma and slowly choking him every time he breathed.

Ruby softened considerably. Her lip gave a slight quiver, and her shiny silver eyes suddenly looked wet. "I'm afraid of losing any more people like how I lost my mom," she whispered, her voice tiny and haunted.

Everything tilted just then. It wasn't like a puzzle piece suddenly fitting in right. It was just a little thing, but enough to look back with renewed interest and wiser eyes. Ruby's almost deliberate sweetness, her excitability, but most damingly of all, her eerie calmness in battle; it made Ben wonder if she'd seen it all before.

Was her cheerfulness faked? Were her smiles ever real?

"Ruby-" Ben began to say.

"Come on guys," Max appeared from around the corner, "The show's about to start."

Ruby suddenly smiled, all traces of her tears gone. "Come on, I wanna see this!" And then she tugged Ben's hand and they made their way out of the makeshift alley.

Ben decided to let it go for now. They would have time later to hash that out, and besides, there was Zombozo the Clown to worry about.

Like how absolutely freaky he was. The second he popped out of his stupid clown car, Ben was unnerved; He had pale white skin, green hair and disgustingly red lips. The jumpsuit he wore was striped dark and light grey, with big black shoes, black gloves, and a top hat. But Ben could get used to this. It wasn't that big a deal. He was just some dude wearing cheap makeup.

"HEYA, KIDDIES!" The man's voice was filled to the brim with cheer. "HOPE YER READY TO LAUGH!" He began to flips and tricks that were admittedly impressive, but not impressive enough to shake Ben from his fear.

"Hey, come on," Ruby nudged him, "Lighten up! It's some idiot embarrassing himself across the country. It's not a big deal!"

What was a big deal was how he used some circus freaks to commit crimes for him. Ben stepped out to get some popcorn, when he heard a car alarm go off nearby. Fearing trouble (and needing a break from the hell that was the clown tent), Ben quietly snuck on over to a nearby chain gate, and was shocked to see something even more disgusting than Zombozo's fake makeup: a guy melting an ATM with his breath.

The guy was deathly skinny, had wrinkly, pale skin, little bits of straight black hair poking out of the top of his head. When he turned around, Ben nearly barfed at the guy's red eyes with different-sized pupils, and most of his teeth were missing with his gums a sickening green.

"Acid Breath," a woman's voice spoke. "You realize you could've melted the money, right?" she scolded him as she stepped into view. Like Acid Breath, she had dangerously pale skin. Unlike him, she had a slender frame, black circles on her cheeks, a black, tight-fitting jumpsuit that showed off lean muscles, and five orange tentacles for hair. On the ends of her hair, she wore clown gloves. Ben was confused by that.

"So?" Acid Breath frowned, "It's not like any of this money's going to us."

"I know, but still, don't want him getting mad. Remember what he did to them?"

Acid Breath looked horrified, as he backed away. "Y-you're right, don't want him getting mad! T-thumbskull, you take over!"

Something grunted and stamped on over. He was a massive, bulky figure with a massive nail on his forehead. He wore black overalls over a gray shirt with several black stripes on each arm. Like his partners, his skin was pale and he wore black shoes with blue soles. He grabbed onto the remains of the ATM with his large hand and tore the machine in half. Money flew everywhere, as the lady suddenly grabbed it with her weird hair. They were like tendrils, squeezing the money and shoving it in the bag.

"...ok, yeah, now I know I need to step in," Ben whispered to himself, activating the Omnitrix.

FLASH!

Acid Breath spun around, looking around the place. "You guys hear something?"

"Huh?" Frightwig questioned. "Hear what?"

"Must've been the wind," Spidermonkey joked, as he dangled from a loose piece of web above their heads.

"Yeah, could've...HEY, WAIT!" Acid Breath yelled, before looking up.

Frightwig sent her tendril hands at Ben, who evaded them with ease. Acid Breath exhaled a mighty puff of acid smoke at Spidermonkey, who jumped away and webbed his and Frightwig's face. Of course, that barely did anything to Acid Breath; while Frightwig struggled to pry the webbing off of her face, Acid Breath melted away the web like it was nothing. Spidermonkey's expression drooped.

"Oh, come on!" Ben complained, hanging off of a lamppost. Thumbskull grabbed the lamppost and shook Spidermonkey off, catching him in his big hands.

"Gotcha," Thumbskull smiled, squeezing Spidermonkey to the point where he felt like he would burst. Acid Breath ran off somewhere, but Ben was more focused on the pain at the moment.

"OW!" Ben screeched. "Ok then, buddy! Let's see how you like this!" And then he dug his very hard, very painful pincers into Thumbskull's hand. Thumbskull screamed in pain as the bite mark swelled a bit.

"THAT HURT!" Thumbskull began going on a rampage. He began smashing almost everything in sight, which worked to Ben's advantage. Ben shot a flurry of webs at Thumbskull, binding him in a mess. With acrobatic skill, Ben landed a perfect triple pike on Thumbskull's face. Thumbskull fell over with a dull THUD!

"And that's how it's done," Ben said to himself. Someone applauded.

"Impressive show, kid!" Acid Breath commented sarcastically. "Ever think of joining the circus?"

"And interact with people like you? I don't think that's really good on my heroic image," Ben countered.

Acid Breath shrugged. "Well boss, I tried."

And from out of the shadows, the ringmaster appeared. Zombozo looked unnervingly happy, something that nearly broke Ben out of his confidence. But then he remembered, I'm a superhero! What's this guy gonna do? Whoopie cushion my seat?

"This better be good," Zombozo frowned, "I don't like being interrupted when I'm eating."

Eating? Ben thought.

Zombozo carefully examined Ben. "Y'know, when I heard about these alien heroes in the news, I thought it was some kind of joke! Especially this one!" Zombozo guffawed. "What, are you some kind of...Spidermonkey?"

"Yes, actually," Ben said, matter of factly. "I figured it was obvious."

Zombozo broke down laughing his obnoxious trademark laugh! You're just a walking joke, aren't you, kid?"

"Hey, at least I have enough dignity not to wear some crazy clown makeup," Ben shot back. "What's the worst you can do?"

"Oh, you want to seeeeee?" Zombozo suddenly became deathly serious. His body began to crack and contort, increasing in size. Ben backed away, suddenly feeling like he was in a particularly nasty horror movie.

Zombozo's fake clattery teeth became snarled and sharp. His skin decayed and grew what kind of looked like scales on every where sans his face. Even worse, his pale make up no longer looked horribly fake...it looked like that was his actual skin. His eyes became large and maniacal, pupils growing and shrinking at random times. His sclera turned black, and staring into his eyes, Ben imagined this was what being dragged into hell felt like.

"Let's make this quick, kid!" Zombozo laughed maniacally as he sped at Ben, his stupid clown shoes honking as he ran. Spidermonkey could barely comprehend what was going on when Zombozo's massive fists honked menacingly as they collided with his frail form, sending him flying into the air, and onto a car roof. Ben groaned, as Zombozo clasped his hands together and slammed them down on the car, flattening it...but he could feel this hard pain, digging into his hands...stinging, no, stabbing!

Zombozo yelled as he pulled away, a notable series puncture wounds in his hand. Spidermonkey wasn't a flat purple pancake underneath Zombozo's fists, but instead the nigh-unbreakable Diamondhead. Sharp, crystalline quills poked out from his body, a few stained with green blood. Ben grunted as he stood up, and brushed himself off.

"Ok, don't know how that happened, but I can work with this!" Ben shrugged, as he shot some crystals at Zombozo. Zombozo shielded himself with his large hands, diamonds digging into his skin. (Ben had to admit, it felt good to do that.) Zombozo began to slowly shrink and cower, cursing and barking for his Freaks to retreat.

"Nuh uh!" Ben taunted, as he formed giant crystalline walls around them. "Try getting out of this, Krusty!"

"Oh, I love a good challenge!" Zombozo's creepy clown face lit up with excitement, as he pulled out a smoke bomb with a hyper realistic clown face painted on it. He hurled it at the ground, and a deep purple haze suddenly flooded the area. Ben coughed and struggled to navigate through the smog, while Zombozo and his gang disappeared into thin air. When the haze had settled, Ben was alone with in the walls.

"Gone," He frowned, as he lowered the walls. Ben felt his body shake as he reverted; what the hell was up with Zombozo? It took him a few minutes to even move a muscle. The entire battle was so fucking surreal, a type of weird Ben hadn't really encountered and which unnerved him like nothing else. That also begged the question; was there MORE stuff like that in the world?

As he walked back into the fairground, the lights to the circus died down, and Ben could hear weak murmurs and footsteps leaving the place. What followed was a rather dreary image. From his memory, people entered the place happy and jovial, ready for a good laugh / distraction from whatever life threw at them. They left the fairgrounds sullen and blank faced, shambling about like zombies in a low-budget horror flick. Ben had a strange feeling that refused to go away; that maybe something was stolen from these people, something intimate and intangible and vital to their lives.

And then he saw Ruby and Max, and he knew Zombozo was responsible for something. Ruby looked the most tired, her skin paler than usual and her face downtrodden. She looked as if she'd never laugh again (and wasn't that a terrifying thought). Max looked like he would fall over, wheezing between weak chuckles.

"Where'd you go?" Ruby asked, rubbing her eyes. Her voice was tiny and lifeless and so out of character that Ben was momentarily left speechless.

Ben shook it off and was about to answer when he spotted the circus tent behind them collapsing within seconds. Those freaks were about to take off! "Long story, come on!" Ben grabbed them by the arm and dragged them to the RV.

"Ben, what's going on…" Max wheezed as they stepped into the RV.

"The circus is a crime ring. Just try to keep up with me!" Ben directed, activating the watch. "I'm taking to the skies!" Ben suddenly transformed into Astrodactyl, and flew off. Max stumbled his way to the driver's seat and sluggishly started up the engine.

As Ben flew overhead the fairgrounds, the Circus Freaks were quickly shoving everything to a clown car. "Must be bigger on the inside," Ben thought out loud, as he shot a blast of stardust from his mouth. The Circus Freaks gasped, as they quickly got in the car, leaving behind some of their goods. Ben pursued them, eyes dead on the clown car, with the RV slowly racing behind him. Ben tried to fire some more oral blasts of stardust, but the compact car kept on dodging them. Eventually, it led from out of the city, and into the empty road of some forest.

"Gotta get closer, then!" Ben swooped down and closed in on the car, when the window opened. Suddenly, Ben was face to face with driver of the crazy car, Zombozo.

"Give it up, clown," Ben cawed, "I'm just about done with you!"

"Oh hoho! Now that's a joke! Here's another!" Zombozo bantered. "How's your gramps doing, kiddo?" Ben looked over his back, to see Grandpa Max, asleep at the wheel. It was a miracle he was still going straight, but given his speed-

"I think he'll crash in a ditch soon, kiddo!" Zombozo motioned to a dead end sign they passed. "But whatever! Not my problem!" He laughed, as he made a haste turn left. Ben swore angrily, but swerved towards the RV, going as fast as he could. How did Grandpa fall asleep? What was Ruby even doing?

Ben flew over to the RV and opened the side door, and ran to the driver's seat. He pulled the emergency break and the vehicle stopped with huge jerk, everything inside the RV shifting slightly out of place as a result. Ben took a deep breath as he reverted and slumped over on the floor.

Max groaned as he weakly woke up. "What….what happened? Did you get him?"

"Grandpa!" Ben gasped. "Oh my god, are you ok?"

"I...I'm tired, Ben," Max chuckled despite the worry in his eyes. "Dunno why, felt fine when I was in the tent...w-where's Ruby?"

Ben looked over his shoulder to see Ruby slumped on over in her seat. She looked even worse from when Ben saw her at the carnival. "I think we need to do some research on this clown guy."

Ben pulled out his phone and typed in the words "Zombozo" on his Safari app. Immediately, a few results came up. Ben clicked the first one, a link to his webpage. A sickeningly sweet picture of Zombozo was put on display, with some links on the side. There were also some pictures of those Circus Freaks, with a few other faces Ben hadn't seen before. They looked happier and healthier, Ben noted.

"HEYA KIDDO!" Zombozo's voice rang. "YOU WANNA HAVE SOME FUN?"

"I swear…" Ruby groaned. "If I hear that fucker's voice again, I will actually die."

Ben scrolled around on the website. There was nothing really interesting, just some activities for kids to do, but Ben was more interested in clicking on the "summer tour" page. A few places had already been visited; mostly small towns, in random states...but Ben decided to search some of them up. And the search produced some nasty results.

Minnesota Town Faces Strange Mortality Rate and Robberies, by some guy Ben didn't care about. The article was exactly what it described; a lot of deaths and robberies in the same week, occurring the same week that Zombozo had visited.

This has to be a coincidence, Ben thought as he searched the next town.

Arkansas Hospital Nurses Dozens of People. Another fun article about kids and adults being hospitalized. Nothing about robberies though. The last article, however, was most curious.

Michigan Boy Hospitalized After "Clown Scare". The article spoke of how a boy, age 6, had apparently snuck in Zombozo's tent to say hi. However, Zombozo must've scared him, because the boy was sheet white and horribly tired when he returned him to his parents. The boy could only say one thing; "he takes you a part of you." Zombozo apparently left town following this.

Ben shivered, as he looked at Ruby. Her conditions matched the boy in the story perfectly.

"Ok, call me crazy," Ben began, "but I think Zombozo might harvest souls."

"...that explains a lot," Ruby grunted, weakly propping herself up. "I feel so empty."

"They say," Max began, "eyes are windows to the soul. Perhaps by his entertainment...he used some tech or magic to steal them."

"Then I'm glad I didn't stick around for that." Ben admitted, heading to the door. "I'm going after Zombozo."

And then something slumped over in its seat. "Ruby?"

She was listless, her gray face set against the table. Her hair was limp and falling into her glazed eyes. And Ben didn't know if he wanted to scream and hide or scream and rage.

"Ben," Max stuttered out, his eyes drooping dangerously. His hands shook as he rubbed at them. "I know you're scared. But you gotta face this guy head on. You can't let him control you... make him scared instead of the other... way... around...Remember, the thing about monsters… is that they use fear to control others. You have to… you have to beat them at their own game. Scare the fear right out of them."

"I will, grandpa," Ben said as Max's eyelids slid shut. Max's eyes slid shut, and he gently snored against the steering wheel, oblivious to the world. Ben felt a little comforted by the soft snores, but Ruby was barely moving, her barely rising shoulders the only thing differentiating her from a corpse. The question remained...how long would they be sleeping?

Ben took a deep breath, and ran out the door to fuck this clown up.

It hit them like a bullet. One second, the freaks were by their trailers, enjoying their loot, or at least what was left of it. Acid Breath was joking about how that weird monkey thing looked scared shitless with Thumbskull, while Frightwig boredly filed her nails. While she enjoyed their company, sometimes you just had to lay back and treat yourself a bit.

And then something fast shoved over Thumbskull to the ground, and spun him around a dozen times, sending him crashing into a trailer. Acid Breath couldn't register a reaction in time, mainly because no one saw it coming. And then Acid Breath disappeared. Frightwig raised up her tendrils in fear, and slowly crept around the place. She was alone.

The blur... whatever that thing was, it threw Acid Breath at her, knocking her to the ground. Next thing she knew, her tendrils were wrapped around body, ensnaring her for a good while. She struggled to escape her own prison, before she noticed something standing right by her head. A foot, with a wheel on it.

"You're going to start talking about Zombozo," the voice of the foot said. Frightwig looked up to see some kind of dinosaur - Tron looking hybrid wearing a mask. "And maybe I'll let you go."

Frightwig shuddered. "Ok, ok! He's a soul stealing maniac, ok?"

"That's not good enough," The alien hissed. "Why's he need the souls?"

"He...he needs them to feel like himself." Frightwig explained. "You see...our boss wasn't always like that."

"By that, you mean a soul stealing psycho."

The freak nodded. "He was a bright guy, who just had some depression. It happens, I can understand that. Of course, those ignorant bastards that he had to deal with couldn't wrap it around their head that depression doesn't just...go away. So, he tried making a machine that could control emotions of other people, so they could understand how he felt. It fed off the positive energies of the person, and left them as a husk. And he found some sick joke in this fact. Hence the clown make up."

"And where did you guys come in?"

"He hired us. All eight of us. He just wanted to help us get off the ground," Frightwig admitted. "He needed some funds to keep his machine well oiled or something like that."

The alien paused. "Where's the other five?"

Frightwig didn't answer.

The alien sighed as it quickly untangled her. "Any idea on how to return the souls to their bodies?" The thing asked.

"Yeah. Destroy the machine, and the souls should fly back to their original bodies." Frightwig said, picking up Acid Breath. "What are you gonna do, kid?"

"Gonna go pay your boss a visit," The thing quipped, before it sped away.

XLR8 stood at the gates of Hell, staring down the dark path it led to. He took a deep breath, as he reverted back to regular old Ben.

"You can do this," he said to himself. "It's just a dude with a fake rubber nose and big feet...and a device that could steal your soul."

And Ben took a step in the dark. That step turned out to be the biggest mistake of his life. Ben suddenly found himself falling through what was hell itself; Zombozo's laughs and screams tormented his brain the entire way down. Ben screamed as he landed on the ground, his body weak. Something honked as it made his way over to him...and it was the biggest, ugliest pair of shoes Ben had ever seen.

"Zombozo," Ben hissed.

"Oh, so you're the alien freak show!" Zombozo laughed. "I gotta say, I'm entertained!"

Ben could see souls inside the orbs of Zombozo's coat, could see them moaning in agony while the clown himself smiled. The orbs all led upward to his hat, and in the center of that orb Ben could see a smiling Ruby, her face thinned out and skeletal, pale skin gray, and her silver eyes a dull black.

Ben pushed aside his fear and snarled, "What do you want?"

The machine behind Zombozo came to life, and a funnel wove itself toward him so as to bring the clown into the air. Ben kept his head low to the ground, just in case.

"I only want what every clown worth his floppy shoes wants," Zombozo said with a loathsome smile. "To make people laugh!" And then he grabbed Ben's chin, forcing him to look into that evil face. "Then drain their positive energy like a sponge at a pool party!"

Ben was shaking at this point, there was no denying it. Zombozo sneered at him and threw him back to the ground. "Really, is that so wrong?"

Ben covered his head and forced his voice not to tremble. "Is that the machine you use to suck the happiness out of your audience?"

"I call it the Cy-Clown. Pretty clever, aye?" Zombozo crowed. "Soon I'll be taking my act to the big cities! Millions of people laughing for me! Feeding me. Making me stronger." His body became more and more monstrous as he grew larger and larger.

Ben stopped shaking. He lifted his face from the ground and glared at Zombozo. "I want all the souls back where they belong!"

"Oh?" The monstrous clown gave a mock gasp. "Didn't you hear? They've run away with the circus!"

Ben could only stare in horror as the limelight stopped on some stragglers who stayed behind, showing off their skeletal form. He could hear weak whimpers before dissolving into weak chuckles. But what really got him, was a child no older than three, weakly begging for his mom.

"I'm...I'm scared…" his tiny voice weeped.

And like that, Ben's fear vanished.

Ben slowly stood up and brought the dial up on his watch. "Oh you're funny," he said, voice low and dangerous, "but I'm gonna get the last laugh."

His own body turning skeletal and transparent, his skin becoming gray, his legs disappearing into a whisp, a single roaming eye on his face, and Ben had become Ghostfreak.

Zombozo smiled and shook his head. "Nice try, kid," he said, "but I sell the tricks. I don't buy 'em."

"Shut the fuck up, Pennywise," Ben said, his voice raspy and dangerous, and somewhat glad Grandpa wasn't around to hear him say that. "I just figured out there's something I'm even more afraid of than you." And then he clawed Zombozo right in his fake rubber nose. Zombozo screamed in pain as he held his nose, green slime coming out of it. "Losing the people I care about."

Zombozo lifted himself up in to the air, glaring at the area around him. Transparent, Ben continued: "And I'm especially not going to lose them to some goofball emotional vampire. In other words…" Ben turned himself tangible again, "you're going down, clown."

Ben went all out on Zombozo, slashing his body and leaving claw marks all over. His mind was focused on just the image of a bloodied Zombozo, lying on the floor, as retribution for his crimes. Nothing else mattered at this point. He just wanted his grandpa and friend back to normal...and it was time he did that. With a massive slash to the chest, Zombozo fell over on his machine.

The machine exploded, the glass orbs splintering apart and releasing the souls within. Ben saw a few go back to the people who were lying motionlessly on the ground, Ben hovered down in front of Zombozo, waiting for the clown to exit his own busted machine.

"I'm warning you to back off," the clown said shakily.

"You wanna see something really scary?" Ben asked sweetly, right before reaching into his own chest and ripping apart the skin. Black and white striped tentacles appeared out of his torso, slithering in midair like diseased snakes.

Zombozo screamed in fear, eyes bulging as he slammed backwards into his machine. He bounced off the metal and landed on the ground, but then he sat back up and crawled backwards away from Ben. He cowered in a sad little ball as Ghostfreak slowly hovered over him.

"Oh," Ben cooed mockingly, "now don't tell me you're afraid of old Ghostfreak!"

"Please! No more!"

Ben brought his hands up into claws and said, "Boo!"

Zombozo's head inflated and then exploded. Confetti fluttered around Ghostfreak as smoke wafted upwards. Ben stared at his own hands for a moment before the Omnitrix began to time out. "Oh," he said underneath the noise, "That kind of even freaked me out."

It was a few days later, when the nighttime sky was clear and Grandpa Max was asleep, that Ben finally said, "So, you never did tell me what happened to your mom."

Ruby stilled, her feet no longer kicking in the air. She instead laid them flat against the RV's roof and then turned to face him. "Sorry, but you have to be a level 10 friend to unlock my tragic backstory."

"Well, I'm at least a level 7 at this point," Ben countered, smiling slightly. He sat down next to her and could suddenly smell chocolate and roses- it was oddly subtle, but when he was sitting so close to her…

"True," Ruby admitted. "I guess the short version is that one day, while on a job, my mom left and never came back home. My dad shut down, my older sister- who was only around four or five at the time- had to pick up the pieces, and my uncle kept getting sloshed. It was just a really bad time for my family, and I'd rather not let anyone else go through the same thing."

"...I'm sorry about your mom," Ben said finally, his voice quiet and unsure. "You don't have to tell me all the gory details, I got the gist of it."

"That was the point," Ruby told him, smiling softly. And then she put her head on his shoulder and closed her eyes. Ben froze and looked down at her, noting how peaceful and alive she looked compared to how corpse-like she was just a few days ago. His shoulders relaxed and Ben stared up at the night sky, taking in the bright stars and soft scent of rose petals.