Digital Nexus Book 3: The Ben 10 Code - Chapter 6: Last Laugh
At a pierside carnival, two robbers climb down a ladder into a getaway rowboat with a bag of loot.
Robber #1: Knocking over that yacht was a piece of cake! (Both laugh.)
The first robber notices bubbles in the water next to him, and leans in to look closer. A glowing pair of eyes meet his. An arm suddenly emerges from the water, grabbing the robber by the face and pulling him under. The 2nd robber turns around, not having seen what happened. He spots the 1st robber's beanie floating in the water. Ripjaws' face rises from the water and stalks him. Panicked, he runs back up the ladder and across the pier, Ripjaws following him underwater, while a shadowed figure with a flaming tail leaps across the nearby rooftops. The robber stops to pause and look behind him. Ripjaws flies onto the pier in a tornado of water. The robber backs up until he touches a hot dog cart behind him, running behind it and pushing it over. Hot dog wieners and gasoline spill out from the cart and surround Ripjaws' feet. Unexpectedly, a loose wire from the cart lands on the trail of gasoline, sparking it and setting it ablaze. Fire now surrounds Ripjaws, who gasps in shock.
Robber #2: Gotta love an old-fashioned fish-fry!
Ripjaws: Hey, can't breathe…water…water…
Ripjaws collapses to the floor, gasping for water. However, he gets an idea and punches the wooden floor, falling back in the water and being able to breathe again. The robber confidently starts walking away, but Ripjaws quickly bursts through the floor under him, gripping him in his jaws and throwing him into a carnival game stand, knocking over a pile of cans. Gathering his wits, the robber pulls out a pistol and aims it at Ripjaws, only to have a stream of flames come out of nowhere to the left of him, melting the gun into a molten pile of metal, burning the criminal's hand. The source turns out to be none other than Xoruxshy in Charmander form.
Later, the same robber is being arrested. An officer speaks with Ripjaws with Charmander nearby.
Officer: I don't care what anybody says, you circus freaks are OK by me!
Ripjaws: 'Circus freak'? We're not circus freaks. We're superheroes! (He leaps backwards off the pier and into the water majestically, Charmander following after him by running across the pier)
Officer: Hmph, looked like freaks to me…
The Rust Bucket passes through town; Gwen reads a sign going by.
Gwen: "Zombozo's Travelling Circus of Laughs"? Cool!
Max: Ah, I haven't been to a circus since I was a boy. Sounds like fun! What do you guys think?
Gwen: I love the circus!
Ben: (muttering) That's because you belong in one.
Max: Ben…
Xoruxshy: Well, I like the original circus that was created by Phineas Taylor Barnum.
Max: Oh, we got an appreciation of the classics here!
Ben: Nah, circus is kids' stuff.
Gwen: Hello? What are we?
Ben: (He yawns loudly) Besides, it's-it's pretty late.
Max: Ben, it's 11 o'clock in the morning.
Ben: (suddenly loud and angry) Fine by me! Okay, alright! You guys wanna go see some stupid circus? Fine!
Xoruxshy: Well, I think I'm gonna sit this one out. I need to work on my next armor set. Ben, I'm giving you an upgraded version of the recon equipment. This time all you need to do is touch the tip of your thumb and finger together to record.
Ben: You think we'll run into something weird?
Xoruxshy: With you, it's a given.
The Tennysons walk to a big top circus, set up in the middle of what looks to be a park. Lots of people are walking in with them.
Max: Ooh, looks like the entire town's turned out for the show!
As Ben walks forward, he looks up at the posters. Suspecting something strange, he activates the recon technology. The posters all feature a clown with crimson hair, a toothy grin and a big top hat, this "Zombozo". The clown's eyes seem to stare Ben down. Unknown to Ben, this flags as "Supernatural Evidence", and is immediately sent to Xoruxshy, who is monitoring the TARDIS'S screens for any updates from Ben. Noticing this, Xoruxshy looks to her new armor set. Being a step up from the Mark III, which focused on utilizing the energy from the Venusaur transformation in her Omnitrixtransformation in her Omnitrix, it keeps this energy usage while also adding in the energy from the Charmander line. This is done by maintaining a special balance through a special temperature management system maintained by Nicole Zwei. Xoruxshy looks back to the live feed.
Ben: (to Max) It's probably sold out, we're probably just wasting our time.
A spotlight suddenly shines on a circus barker on a pedestal, shouting to the crowd.
Barker: Step rrrrright up and see! The fingerless freak of nature, whose strength knows no bounds! THUMBSKULL!
He gestures to a big burly man with white skin and a giant "fingernail" on his forehead. He steps forward with a metal rod and bends it on his head. The crowd is stunned. He tosses the bent bar in the air and something red catches it.
Barker: …And presenting, FRIGHTWIG! When this beauty lets down her hair, no telling what could happen!
A pale-skinned woman with long red locks of hair, moving and twisting at her command. Her hair coils the metal rod into a pretzel and places it aside on a pedestal.
Barker: …And last but not least, the freak whose unique skill is as vile as his attitude! ACID BREATH!
A pale starved man steps forward, wearing a mouth guard. He takes it off and exhales, his visible green breath completely melting the rod AND the pedestal with it.
Gwen: Gross!
Meanwhile, Ben sneaks away and comes across a tent with a "Keep Out" sign; light is shining through. He peers in and sees Zombozo himself, sitting and rehearsing in front of a mirror.
Zombozo: "H-H-H-HOWDY FOLKS! Are ya ready to laaaugh?" (He puts on his hat.) Perfect. You're gonna knock 'em…dead. (He licks his teeth with his long, grotesque tongue.)
As he laughs to himself, Ben backs up, terrified. He knocks into Gwen, surprising him.
Gwen: Hey!
Ben: AAAH! …Don't do that! (He rests on Gwen's shoulder.)
Gwen: (taking him off) What is your malfunction?
Ben: What do you mean?
Gwen: Ever since we decided to go to the circus you've been acting even weirder than normal. What are you scared of?
Ben: I'm not "scared" of anything!
Max calls to them from far away.
Max: Come on, guys. The show's about to start!
Gwen: After you! (She beckons Ben. Ben begrudgingly walks to the show.)
Inside the big tent is the barker from outside, who was actually the Ringmaster. He introduces the crowd to the act.
Ringmaster: Ladies and gentleman! Children 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 clown car speeds into the center of the floor, and a giant-seeming Zombozo emerges to the sound of a triumphant cymbal crash.
Everyone in the bleachers are already laughing, while Ben is mortified.
The car suddenly speeds to the other side of the floor with a mind of its own, facing Zombozo and revving its engine, "challenging" him. Zombozo beckons it with his hand and pulls out a red toreador cape. The car charges like a bull, but disappears into confetti the moment it passes the cape. The crowd cheers.
Zombozo: If you love clowns, then this is the place ta' be! You're gonna die laughing…
Behind him in the tent stands a gigantic machine, with ports ominously glowing blue.
Zombozo: …That's a "Zombozo Guarantee"!
Ben: I gotta go! -get some…popcorn! (He very quickly walks off of the bleachers.)
Max: Is Ben alright?
Gwen: You're asking me? I stopped trying to figure him out a long time ago.
Zombozo: I was never very good at math, but I believe I have your UNdivided attention! (A xylophone sting accompanies his pun.) Now how about some volunteers?
The entire crowd is laughing, especially Gwen. Zombozo is reflected in her eyes.
Zombozo: Ahhhh, SO full of life!
We pass through her eyes.
Zombozo: (under his breath) -for now.
The spotlight on Zombozo shuts off, cutting the scene to black.
Ben runs out of the big top and off the entire lot, stopping and catching his breath once he's put enough distance between him and the circus.
Ben: (panting) There is nothing funny about clowns!
He hears glass breaking nearby and quickly hides behind a car. As he peeks out from it, he sees the trio of circus freaks from before, smashing the window of a jewelry store.
Ben: Woah, the freaks are felons!
The freaks are robbing the whole street. Thumbskull grabs a handful of shiny bracelets, watches and rings from the jewelry store display; Acid Breath uses his breath to melt a parked car's door and roof, letting him reach in and rip a stereo right out; Frightwig advances on an ATM, putting her locks of hair through the brick wall around it and ripping the machine right out of the wall, money flying everywhere.
Frightwig: It's payday! Hahahahahahaha!
Ben: Time to play fetch! (He dials in Wildmutt. This unfortunately cuts off the live feed to the TARDIS, prompting Xoruxshy to get in her armor and find Ben.)
As Thumbskull carries two flat-screens, he looks around and sees Wildmutt jump on a car, rocking it and salivating threateningly.
Thumbskull: Good doggy, down boy!
Wildmutt tackles Thumbskull and runs to the other two freaks, knocking into Acid Breath and running away. Frightwig tries to grab him with her hair but gets dragged along the pavement. Wildmutt lands on the freak's getaway car and rips out the roof, letting money and jewelry fly out.
Thumbskull: Hey, that's our stuff!
Acid Breath: No mutt's gonna steal my loot. GET 'IM! (He takes a breath.)
Wildmutt jumps off the car before Acid Breath exhales on him, melting their car. Wildmutt lands in between the freaks and bats them away. As Frightwig gets up, he advances on her.
Acid Breath: (to Thumbskull) Don't just stand there like a sore thumb! Get the boss!
Thumbskull starts running toward the big tent.
In the tent, colorful images of popcorn and bowling pins float above the audience as they laugh.
Zombozo: (laughing) Laughter truly is the best medicine! For me!
The crowd laughs, despite there not being a joke. Thumbskull enters the main tent and walks right up to Zombozo.
Thumbskull: Uhhh, excyoose me boss, excyoose me?
Zombozo slumps in disappointment before turning to Thumbskull.
Zombozo: How many times have I TOLD YOU! Not to botha' me while I'm eeeaaating!
He has a cable that hoists him in the air by the back, accentuating his creepy choice of words.
Thumbskull: Ehhh…we ran into a bit of trouble. (Zombozo frowns.)
Back at the fight, Frightwig and Acid Breath are being pinned down by Wildmutt. In a puff of smoke and a flash of confetti, Zombozo appears out of thin air. Wildmutt backs up when he sees him.
Zombozo: I hear yer full o' tricks, little doggie. Let's see if you know how to play dead!
Zombozo kicks Wildmutt hard and smacks him into a tower. As he walks forward, Wildmutt winces and hides under the tower.
Zombozo: (angry at the freaks) This isn't a "mad dog", it's a "scaredy cat"!
The freaks are embarrassed.
Zombozo: Bring the curtain down on this little sideshow!
Acid Breath springs into action, melting one of the legs of the tower. Frightwig pulls one of the leg beams with her hair. Thumbskull punches a leg of the tower.
Acid Breath: It's over, Fido.
The tower comes crashing down on Wildmutt, leaving a huge pile of rubble. Thumbskull picks up a brick from it.
Thumbskull: Dog…gone! Hehehehe!
Zombozo: Come on! We got bigger laughs ta' get! (He disappears in a puff of smoke and confetti.)
As the freaks run off toward the circus, they don't hear the Omnitrix timing out. Ben manages to crawl out of the pile.
Ben: Phew…
He collapses and closes his eyes as Xoruxshy flies over and carries him back to the Rust Bucket.
The show is now over. The air is dead. Chip bags and pages of circus brochures fly in the wind, boxes of popcorn and drinks are spilt on the ground. People slowly walk out of the venue stadium with light smiles on their faces. Some are still laughing sporadically. Ben and Xoruxshy get back and see Max, sitting on a step, laughing to himself.
Ben: Grandpa? (He runs to him, shaking him.) Grandpa!
Max: (delayed reaction) Ehe- Oh Ben! Hehe ah- Where'd you go? And what's Xoruxshy doing here?
Ben: Where did I go? Where'd the circus go?!
Max: Oh -aha- I'm not so sure, uh…
He looks behind him to a completely empty stadium, no sign of there ever being a circus.
Max: I remember we were laughing. Hah- it was so funny -heh! (Just as he finishes laughing, a deep-seated melancholy washes over Max's face.)
Ben: Grandpa, are you OK?
Max: Aheh, I just…feel kinda glum, that's all. (Despite this, he breaks into a long laugh.)
Ben: Then, why are you smiling?
Xoruxshy: Wait a minute, where's Gwen?!
Thumbskull drives a truck along a highway, Zombozo riding with him.
Zombozo: Didja' pack me a snack for the road?
Thumbskull smiles and draws back the curtains behind the driver's seat. 6 people are sitting in back, laughing to themselves. Gwen is one of them. Zombozo smiles as the truck drives away.
The Rust Bucket drives along the same highway.
Ben: Zombozo must have "zonked out" the entire town during the show, while his freaks robbed everyone blind! But why kidnap Gwen?
Max: I-I don't know. But don't worry, we'll catch that clown…
Ben: Yeah, haha. Who would be afraid of a silly old clown?
Max: Ben, w-what's bothering you?
Ben: Promise not to laugh? …I'm afraid of clowns. They just creep me out! Ugh, I'm such a loser!
Xoruxshy: Ben, don't tell me you watched the movie 'IT'.
Ben: How'd you know?
Xoruxshy: Okay, who let you watch it?
Ben: Dad…
Max: Well, I'll have a few words with Carl about this… Anyway, everybody's got their own…crazy fear, Ben. When I was a boy, I-I was afraid of heights. Well, "enough was enough", and I climbed to the top of the water tower. Sometimes you just gotta scare…the fear… (His vision starts hazing.) …out…of…you. (Max passes out on the wheel.)
Ben: Grandpa! (He quickly unbuckles himself at the same time as Xoruxshy.)
Xoruxshy takes the wheel, having a hard time steering the Rust Bucket due to Max being in the driver's seat. She sees a highway rail ahead of him.
Xoruxshy: Ben, get inside the TARDIS!
The Rust Bucket bursts past the rail and drives down into the forest below. Xoruxshy swerves past trees left and right.
Xoruxshy: Woah! (He sees a rail guarding a drop off the cliff, coming up quick.) I need an anchor, fast!
She flips a switch on the dashboard. A tarp automatically rolls out of the side of the Rust Bucket. Xoruxshy watches it from the side mirror.
Xoruxshy: Come on, come on…!
Xoruxshy tries to weave it through, but a tree knocks off the tarp. As one last Hail Mary, Xorxshy slams the brakes and spins the wheel around. The Rust Bucket slides around and just manages to come to a stop along the cliff. A few rocks fall off the drop and hit the ground below. Ben comes out of the TARDIS back into the Rust Bucket.
Ben: Are we good?!
Xoruxshy gives a thumbs up before leaning back and sighing heavily.
Ben: Phew. Grandpa, you okay?!
Max wakes up.
Max: So…sad. So very…very sad.
Ben: Grandpa, what happened inside the big top, after I left?!
Max starts remembering. He and Gwen were laughing with the crowd in the tent. We, the audience, see that smiling blue phantoms come flying out of Max, Gwen, and all the other people. They begin circling Zombozo's machine.
Zombozo: I love the sound of laughter! It FEEDS MY SOUL!
Max: Ben, I think that Zombozo robs people of more than just their possessions…I think he steals peoples' happiness…until there's nothing left.
Ben: …And he's got Gwen!
Act 3
Ben and Xoruxshy in her new armor arrive at the circus's new location, sneaking up and hiding behind boxes. The freaks are busy moving boxes. Ben looks behind him and gets spooked by a big poster of Zombozo's face, knocking a box over and making a noise. The two hide, but the freaks all stop and put their boxes down.
Frightwig: (laughing) Looks like we got somebody who wants to see the show without buying a ticket! (She rips off Acid Breath's mask, who smiles and lets out a green sigh.)
As they approach the box, Ben smacks the Omnitrix dial, but it jams. He smacks it again and again.
Ben: You never make this easy, do ya?
The freaks arrive at the box. Thumbskull smashes the box, Frightwig helicopters her hair and whips the box and Acid Breath shoots the box with his breath. They stare at the mess, nothing behind it. However, a green light flashes behind a stack of boxes near Thumbskull.
Thumbskull: What's that noise?
The boxes explode behind him. The smoke clears, revealing an Upgrade-upgraded baseball pitching machine, and Xoruxshy in her Mark IV Iron Fox Armor. She launches up into the air as the pitching machine walks on claws toward him.
Thumbskull: I don't know what you are, but I'm gonna tear you apart! (He starts charging at him.)
Upgrade: You wanna play hardball? Game on!
Upgrade rapidly spits baseballs at Thumbskull, knocking him out. He starts shooting at Frightwig, whose hair deflects it back at him, forcing him to hide behind a box.
Frightwig: That all you got?!
Upgrade: Just tagging out, lady! You're up, Iron Fox!
Xoruxshy: Hey, Frightwig! Your hair's really nice. It would be a shame if it caught on fire!
Xoruxshy shoots Ember projectiles from her wrist, catching Frightwig's hair on fire, causing her to roll on the ground to put it out, ending up with her completely tying herself up. Upgrade spits another baseball at Frightwig's face to knock her out. Acid Breath jumps up on the highest box and spits all around him at Upgrade and Xoruxshy. Upgrade flees behind Acid Breath's box, while Xoruxshy flies higher up, narrowly avoiding the acid breath.
Upgrade: Didn't your mom ever tell you it's not polite to spit?
Acid Breath: Who do you think taught me in the first place?
As he readies another spit, Upgrade leaps in the air and perfectly shoots a ball into Acid Breath's mouth. Acid Breath's mouth is full, and therefore can't block the onslaught of balls Upgrade shoots at him. He is down.
Upgrade: Ssssteerike three!
Upgrade comes out of the pitching machine and walks up to Zombo's tent where Xoruxshy has landed. He pants with fear.
Xoruxshy: You good, Ben?
Upgrade: Yeah. I can do this. He's just a guy with a red rubber nose and big shoes. Nothing Upgrade can't handle.
He detransforms just as he says that.
Ben: (to the Omnitrix) Whose side are you on anyway?!
Ben walks forward with Xoruxshy and gets startled by a mirror in front of him.
Ben: Ugh, great. Now you're afraid of your own reflection!
Ben and Xoruxshy continue through the tent. Somewhere, Zombozo seems to know; he smiles.
Zombozo (VO): Hiya, son! Something tells me you'd be a barrel full of laughs!
Ben hears the clown's echoing voice, and looks around. Irked, he marches forward. He doesn't see a mirror in front of him and bumps into it.
Zombozo Reflection: (Suddenly, all of Ben and Xoruxshy's reflections turn into Zombozo.) Hey, Mr. Serious! How bout a…SMILE?
Ben backs up and runs away from the reflections, who reach out to him. He runs through a sea of hands while Xoruxshy just flies toward the source of the voices due to Nicole Zwei's AI technology.
Zombozo (VO): What's your story, Morning Glory? Was that your mutt, that gave my freaks such frowns?
Ben runs along a coiling yellow road. Zombozo's face, mounted on a spring, pops out from it, stopping Ben.
Zombozo Jack In The Box: What about that weird blob and your strange fox friend outside?
Ben turns and runs the other way. A second face stops him.
Zombozo Jack In The Box #2: If it weren't for you…
A third face pops from under Ben, launching him in the air.
Zombozo Jack In The Box #3: Are you some kind of FREAK?!
Ben: I'm not a freak! And neither is Xoruxshy!
Ben falls into a black void, Zombozo's face, etched in fire, appears and laughs as he falls. Ben catches his fall with a trapeze swing. He swings through a chomping Zombozo face and catches a new one. The swing's ropes break, sending Ben tumbling down, landing on a human-sized spider web. Suddenly, a golden spider with Zombozo's face comes crawling on the web towards Ben.
Spider Zombozo: Come on, kid! You've gotta learn ta' loosen up! Laugh a little!
The spider's now reached Ben. He holds a razor-sharp pincer up to Ben's neck.
Spider Zombozo: It's what keeps me going!
The spider pulls back and slashes at Ben, cutting him out of the web. Ben falls, screaming, until he hits the ground. A spotlight shines on him.
Ben finds himself on the center floor of the main tent, back in reality. As he starts to get up, the genuine Zombozo calmly walks up to him, only for Xoruxshy to land in between him and Ben.
Zombozo: How did you resist my illusions?!
Xoruxshy: You see this? (Taps the Phantom Ruby) It allows me to not be affected by things like illusions.
Zombozo: Interesting…
Ben sees ghosts reflected in the orbs on Zombozo's body, flying up to the large one on his top hat. Inside is Gwen, backlit by fire, laughing herself to death.
Zombozo: Now don't tell me you're afraid of old Zombozo?
Ben backs away and sits on his knees.
Ben: What do you want?
Zombozo snaps his fingers and a spotlight lights up the large machine in the tent. It is filled with screaming ghosts and has the Eggman Empire logo on it. The cable running out of the machine psionically links to Zombozo's back, lifting him in the air.
Zombozo: Only what every clown worth his floppy shoes wants, ta' make people laugh! (grotesquely slobbering) THEN DRAIN THEIR POSITIVE ENERGY, LIKE A SPONGE IN A POOL PARTY! Is that so wrooong?
Ben: Is that the machine you use to suck the happiness out of your audience?
Zombozo: I call it the "Psyclown"! Clever, eh? I can't take all the credit of course, I have to give some to the good Doctor. Soon I'll be taking my act to tha' big cities. Millions of people laughing for me! Feeding me…making me STRONGER!
Ben: (Ben lifts his head, mustering up some courage.) I-I want my cousin back!
Zombozo: Cousin? (gasps) Didn't you hear? She ran away with the circus!
He shows him Gwen. She is lying on the floor off to the side, her body drained and frail, still coughing up a few faint laughs. Ben looks at her in shock, then at Zombozo in anger. He stands up and turns on the Omnitrix.
Zombozo: (Zombozo starts laughing, but Ben cuts him off as Xoruxshy deactivates her armor, switching to wielding her Keyblade and Blaster.)
Ben: Oh, you're funny. But I'M gonna get the last laugh!
He slams down on the dial, turning into Ghostfreak.
Zombozo: Nice try, kids. But I sell the tricks, I don't buy 'em!
Ghostfreak: I just figured out, there's something I'm even more afraid of than you…
Ghostfreak punches Zombozo in the face, knocking him into Xoruxshy who whacks him with her Keyblade, doing more damage than normal, and causing his skin to burn, and briefly tangling him up in his machine's cable. Ghostfreak keeps talking, somewhere, invisible.
Ghostfreak: Losing my family to some goofball emotional vampire! In other words…
He appears behind Zombozo and punches him square in the nose. The nose honks in slow motion.
Ghostfreak: You're going down, clown.
Zombozo is now angry. He looks around. A wooden board suddenly comes careening towards him, smacking him into his machine and causing the blue nodes to spark and explode. "Souls" come flying out of the machine; one of them flies into Gwen, the rest release in a wave across the sky, returning all the drooling townspeople outside back to normal.
Zombozo: (getting up, voice breaking) I'm warning you to back off!
Ghostfreak: You wanna see something really scary?
Ghostfreak grabs the two folds on his chest and rips them open, exposing Zombozo to a horrifying sight. Zombozo's own cable jerks him backward in fear. He falls to the ground and panickingly backs up.
Ghostfreak: Oh, now don't tell me you're afraid of old Ghostfreak?
Zombozo: (tearful) Please…no more!
Ghostfreak: Boo!
Zombozo's head suddenly expands like a balloon and his entire body explodes into confetti. Ghostfreak looks at his hands.
Ghostfreak: Woah! That kind of even freaked me out!
He detransforms into Ben and runs over to Gwen, while Xoruxshy seals a Keyhole that appeared on the machine.
Gwen: (waking up) Wha- Ben? …Hey, where's that popcorn?
The Rust Bucket drives away from the circus, police cars parked around it, as well as vehicles from the Fringe Division.
Ben: You feeling okay, Grandpa?
Max: Happy as a lark! Pretty clever, you "scaring away your fear" like that.
Ben: Thanks.
Gwen: (Gwen suddenly jumps in front of Ben with a clown mask.) BOO! Hahaha!
Ben: (unfazed) Oh, hi Gwen. Trying out some new makeup? That's a good look for you.
Gwen: Aww, you're no fun anymore!
She throws her mask down and walks away. Ben and Max smile to each other.
In the TARDIS, Xoruxshy is sending an alert to all Freedom Fighters about Dr. Eggman's presence in the current dimension.
Xoruxshy: What are you planning, Eggman…?