Omni-Magic Summer Ep 10: The Last Laugh

I don't own anything except for my OCs and version of Ben.


2 thugs were climbing onto a boat in the city park lake at night. "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, a black hand 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 leaps out of the boat, running away. The alien follows the running thief. 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 trees 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, and the liquid spread around the alien as a sparking wire ignited it, making a ring of fire. "Must be getting toasty in that suit?!" The man smirks as Overflow deadpans. "Really?" He merely rockets himself over, putting out the flames, and lands behind the man, tossing him into a bunch of trash cans as he groans in pain while Overflow crosses his arms. "I swear: These thugs get dumber every day."


Later, the Canterlot City cops show up to arrest the man and his partner as one cop told Overflow. "I don't care what some people say, you circus freaks are okay to me." "'Circus freak'?! I'm not a freak! I'ma superhero!" Overflow rockets away on his water as the cop comments. "Look like a freak to me."


Intro:

A galaxy is shown with some planets, and 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, Wildmutt, Chamalien and Jetray.

"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 Wildmutt as six more aliens appear and zoom in:

Upgrade, Shock Rock, Fasttrack, Four Arms, Heatblast and Chamalien.

" 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 Wildmutt.

He scratches 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: Fasttrack scraps his claws on the ground to stop running as he grins with a wink.

"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 electricity and blasts a huge blue beam across the screen.

7: Overflow flies upward on his water blasts.

8: Jetray grins as his eyes and tails glow while he flies in a loop and takes off.

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

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

9: Chamalien appears camouflaged around the number as he leaps off and lands on all 4's with a grin as he flashes his barbed tail as he turns visible.

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!)"

Wildmutt 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.

Fasttrack 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 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!" "That's because you belong in one." 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 circuses."

"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 exit as Ben stayed. "I'm thinking of staying and catching some air with my board." "Come on, Ben! It will be a great 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 the adults walk towards the tent as many townspeople 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."

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, 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 and 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.

"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 Maneiac's cousin or something?" Rainbow adds to Rarity as Frightwig places the metal on an anvil as a lanky, man that 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. 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..."

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's nothing wrong with me, okay?!" "Hey, you 2! The show's about to start!" 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 as before. The car then drove off and U-turns, revving its engine as the clown gives a 'bring it on' gesture. He 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!" Zombozo exclaims to the audience as a big machine with blue orbs powered up behind him.

"I gotta go! Get... Some popcorn..." Ben said as he left, making his aunts look concerned. "Is Ben alright?" Celestia asked Luna, who responded. "He's probably hungry." "Now, I was never very good at math, but I believe I have your undivided attention! Now how about some volunteers?" Pinkie was laughing like crazy at Zombozo's joke as the camera zooms into her eye. "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 play fetch." He activates the Omnitrix, selecting Wildmutt as he slaps down. FLASH

Thumbskull was carrying 2 flat screens when he heard something, only to gasp when Wildmutt appeared and barked at him. "Good doggy! Down boy!" Wildmutt roars and charges, ramming Thumbskull down. He also knocks down Acid Breath after bouncing off him. Wildmutt starts running off as Frightwig tries to tangle him, but the alien dog chomps on the hair, and throws her into a tree.

Wildmutt then got onto the clown car and ripped the roof off, exposing more stolen goods. "Hey! That's our stuff!" Thumbskull points out as Acid breath mumbles. "No mutt is gonna steal my loot." He then breathes slime at Wildmutt, but the alien leaps away as the acid melts the car instead. Wildmutt leans between them, knocks them away, and charges at Frightwig as the other 2 stand up. "Don't stand there like a sore thumb, get the boss!" Was all Acid Breath said before running to help Frightwig as Thumbskull ran off.


Everyone laughed as lights in different forms of circus stuff danced through the room. 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.


Wildmutt pins bother freaks down on the ground. Wildmutt growls at the 2, only for a cloud of smoke and confetti to appear behind him, making him look back as Zombozo steps out with a grin as the clown addresses Wildmutt, who backs away in fear. " I hear that you're full of tricks, fido. Let's see if you know how to… Play dead."

With surprising speed, he kicks Wildmutt, sending him off and then delivering a few punches that send him crashing into an old building and getting pinned under some old things. Zombozo peeks inside, sees Wildmutt struggling to get out and orders his freaks. "Bring the curtains down on this little side show!" Using their powers, the freaks start wrecking the building as Wildmutt gets free, only to glance up in shock as the building falls on top of him with a bang.

The dust clears as Thumbskull picks up a brick. "Dog gone! HAHAHA!" "Come on! We've got bigger laughs to get!" Zombozo orders and disappears in another puff of smoke as the freaks go back to the big top, unaware that after they left, some rubble moved as Wildmutt unburies himself, just to time out as Ben as the boy crawls out of the debris and collapsed, fainting.


Ben groans as he wakes up, rubbing his head as he looks around, realizing what has happened. "Oh, right... That clown kicked the fur 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 Wondercolts 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! Not you too, Bulk! 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 circus go?" The woman looks back to see the empty area. "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?! Sunset and the others?!" "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 from 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 shows to zone everyone out and have his freaks rob the place blind! But why would they kidnap Sunset and the others? It doesn't make any sense." "No matter the cause… We'll stop and... And catch that clown." Ben spoke Celeista as he looked out. "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, realizing that he can't hide the truth any longer. "Promise not to laugh? I'm afraid 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. The creepy giggles and grins, their makeup! Ever since then, they creep me out! I feel like a loser cause of that..." The boy sighs in a sad tone.

"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 fearrr…." Celestia passed out and Ben was shocked. "Aunt Celestia!" He quickly unbuckled himself and quickly got on Celestia's lap, grabbing the wheel as he tried to keep it straight. As the car swerved, he noticed they were heading for a railing as the boy screamed.

The car bursts through the railing and lands on the dirt, making Ben swerve the wheel as he dodges trees, left and right. Ben gasped as he saw the car was heading towards a cliff railing! "Whoa! Where's an anchor when you need one?!" He exclaims as he tries to figure out some way to stop the car. 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. "Celestia, wake up!" She weakly opens her eyes as the boy asks. "What happened after I left?" 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 than items… I think he also steals people's happiness as well…. Until there's nothing but 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 off, dialing his Omnitrix to Fasttrack and slapping down, turning into the speedster as he zoomed off.


Ben hides behind some crates as he peeks out, 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 have someone who wants to see the show without buying a ticket!" Frightwig cackles out as she tears Acid'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 as the kid groans. "You never make this easy, don't you?"

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 exclaims. The 2 boxes behind them exploded as an Upgrade-enhanced baseball launcher walked out. "I don't know what you are, but I'm gonna tear you apart!" The muscle freak snarls.

But Upgrade was not worried. "You want to 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 barrage as she blocks them. He then fires 2 more at her feet, making her dodge one, but got tripped by another as he got tied up in her hair. Upgrade then fires another one to her face for good measure.

Acid Breath leaps on a box and spits an acid stream, making the robot run behind a bunch of boxes for them to take the hit. "Don't you know it's not polite to spit? Didn't your mom ever tell you that?" Upgrade taunts from behind Acid Breath. "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. "And strike 3, you're out!"

The alien unmerged and walked to the entrance. "It's okay… You got this, dude! He's just a guy with a red rubber nose and big shoes. Nothing Upgrade can't handle!" BEEP BEEP BEEP BEEP FLASH "WHO'S SIDE ARE YOU ON?! ME OR THE CLOWN'S?!" 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 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 like leaves 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 mutt, 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 the air 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 with a flaming Zombozo face that 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 Ben 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 their floppy shoes what: 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 Cy-Clown! Cleaver, 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 hurting from the one thing she loves.

Ben closes his eyes, only for them to flare open while his hands are clutched, and his teeth bare into a snarl. The boy dials in Chamalien'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 hand and slams it on the watch. FLASH


The Omnitrix shrinks into his wrist, as the skin begins to grow scales that are a mixture of purple and grey. These scales grow up Ben's arm and cover his entire body, only for him to suddenly disappear as he felt something grown on his forehead and top of his head. The camera then finds itself zoomed in on a trio of differently colored eyes, which appear along with the rest of his body. The camera zooms out to reveal his full form, as he crouches on all fours looking ready to pounce as his whip-like tail lashes.


Zombozo stares at the lizard alien and shakes his head with a smirk. "Nice try, kid! But I sell the tricks, I don't buy them." Chamalien narrows his eyes as he hisses. "I just realized that I'm scared of something bigger than you!" He lands a strong right hook that tangles the clown while making him dazed. "And that's losing my friends and family to some goofball emotional vampire freak!"

Zombozo untangles himself to turn to see Chamalien is gone. The alien had camouflaged himself as Zombozo looked all around him. "In other words, you're going down clown!" The man barely had time as Chamalien landed some hits that sent him tumbling around, even landing another punch that dented his big noise.

As Zombozo growls, looking around for the alien lizard, he is unaware of the invisible alien grabbing a plank of wood from behind and leaping up, swinging the plank, and nailing the clown. SLAM The blow knocks Zombozo into the orb of the Cy-Clown, overloading the machine as parts of exploded. 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.

The Rainbooms' souls were restored as they regained their youth. Zombozo stumbles out of his machine as Chamalien crawls down behind him. "I'm warning you to back off..." Chamalien just narrows his eyes as he lashes out his tail and nails Zombozo in the stomach, sending him tumbling down on the ground as he holds his gut in pain.

The clown curls up and starts shivering as he is bruised and breathing heavily while being scared. Chamalien crawls over and speaks in a teasing tone. "What's the matter, Zombozo? Afraid of an old Chamalien?" "Please, no more!" "Boo!" Chamalien flashed his sharp teeth and his hands while showing his sharp barb in a menacing tone as Zombozo flinched. The clown's head inflated until he burst into a cloud of confetti. Chamalien blinked as he gazed at himself. "Whoa... I didn't think that would happen. I think I just scared myself..." BEEP BEEP BEEP BEEP FLASH

Ben notices the girls are waking up, making him run over as he checks on them. "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. "Feeling okay, Aunt Celestia?" "Happy as a lark! Pretty clever, by the way, scaring your fear." Celestia smiles and winks at him. "Thanks. I appreciated it." The boy smiles. Just then, he got a Facetime call from Rainbow Dash and he answered. "BOO!" The teen athlete is wearing a clown mask as she tries to prank scare Ben, but the boy just smirks. "Hey, Rainbow. Trying out some new makeup? That's a good look for you! Plus, you already have the rainbow hair, so the clown look works for you." Rainbow Dash frowns as she throws away the mask. "You're no fun!" She hung up as Ben and Celestia smirked at each other.

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.