AN: I don't own DC/Young Justice, Ben 10, or anything


Chapter Nine: "Circus Freaks"

It was late at night on the docks of a fairground where two men were taking a ladder down to a row boat

"Knocking over that yacht was a piece of cake", says the one with a dark brown beard in a red beanie wearing dark pants and shoes with a white tank-top and wrist bands.

The other one was a bald man in a black winter hat, with matching jacket and shoes and blue jeans on with a bag full of stuff in hand.

"Heh Heh Heh!", "Ha ha ha!", he and the other criminal laugh.

The bearded one hears a bubbling in the water as the other guy boards the row boat, and he looks over the edge to investigate, only to be met with green eyes that almost glowed.

"Aah!", he screams before a scaly webbed hand reaches out from the water and grabs his whole face before pulling him in with a splash.

The other guy, having just climbed in, heard the scream and felt the water and turned around to look at his partner to find nothing, except the red beanie in the water.

Right before Ripjaws rises from the water an gazes into the man's soul.

The man rushes for the ladder and begins climbing up it. He makes it to the top onto the docks and runs for it, unaware the Ripjaws was swimming right below him under the docks in the water.

The man stops just in front of a hot dog cart and looks behind him for the monstrous foe, only for a pillar of water to shoot up out of the sea and lad on the docks before him to reveal the full form a Ripjaws.

Citizens looked on as the man backed up in fear before getting behind the hot dog cart and tips over over towards Ripjaws, causing a gas from the hot dog cooker to spill out and a spark from the cart to ignite it, surrounding Ripjaws in flames.

"Gotta love an old-fashioned fish fry!", the crook cries out in victory.

"Ugh, can't breathe", Ripjaws utters as he begins to cry out, "Water...", before remembering he's just on a dock and punches a hole into the ground and dives on in.

Before the goon can make his escape, Ripjaws bursts back out of the water from under him, smashing though the docks again and grabbing hold of the criminal in his expanding mouth before throwing him into a stand as sirens for the cops rang out.

A short time later, with Ripjaws jumping in and out of the water to splash it over the fire and snuff it out, one cop is escorting the crook to the squad car while one talks to Ripjaws.

"I don't care what anyone says. You circus freaks or okay by me", the officers says.

"Circus freak? I'm not a circus freak", Ripjaws denies, "I'm a superhero", before backflipping over the dock's edge and diving into the water.

The cop looks on after him, "Hm, looked like a freak to me"

Sometime Later, In The Morning

The Rustbucket is driving down the street on a cloudy day as Gwen looks out a right side window at the dining table with Jason as Max drove.

Gwen was wearing a light blue T-shirt with her cat logo and a blue plaid miniskirt. She also wears long white socks and blue sneakers with light blue stripes. (OV2 outfit, sans glasses)

Jason was wearing a black short-sleeved T-shirt, blue jeans, and a green jacket with white stripes on his left sleeve and the number 10 on the right, white socks, and black and white Converse-style shoes.

Jason wasn't as big of a fan of the color green till Max gave him this jacket as a present, saying it ade Jason look like a racer. And he was wearing it now due to the fact it might rain.

Max was just wearing his usual getup.

"Zombozo's Traveling Circus of Laughs?", she reads a sign as they pass by it, "Cool!"

"I haven't seen a circus since I was a boy. Sounds like fun", Max comments at the idea with a smile, "What do you guys think?", he asks the teens.

"I love the circus", Gwen cheers.

"That's because you belong in one", Jason remarks, in a bad mood.

"Jason", Max cuts in, wanting to know his thoughts.

"Nah, circuses aren't all they're cracked up to be", Jason tells him.

"What are you talking about? They have great stunts and highly trained animals", Gwen explains.

"Isn't it pretty late", he tries to excuse.

"Jason, it's 11 o'clock in the morning", Max reminds.

"Fine, if you guys want to see the stupid circus, be my guess", Jason gripes, leaving Gwen and Max curious.

Not long after, they arrive tot he circus grounds, feeling like a pavilion in the middle of the city, with a ton of other people showing up

"Ooh. Looks like the entire town's turned out for the show", Max remarks at the amount of people there as he and the teens walk for the massive tent.

Jason gazes around and sees the massive poster of Zombozo gazing down at him. With his pale skin and crazy wild red hair with a top out. Purple lipstick over his yellow jagged teeth and a blue honking nose.

For a brief moment, his face was replaced with another clown in Jason's mind. One with green hair and red lips with matching teeth in a crappy purple suit.

"This is such a waste of our time", Jason says aloud before an announcement happens.

They look up to a podium to see a shortish man with a curly mustache in a candy cane looking suit with a flat top straw hat and a bamboo looking cane, "Step right up and see the fingerless freak of nature, whose trangth know no bounds! Thumbskull!

A big man about the size of Bane with pale skin and a bald head. He wore mostly black with shiny bodysuit that stopped at his wrists and calves. He had purple stripes ringing down his sleeves and a purple stripe over his torso, with a purple zipper going down his neck to the stripe. He had on black slip on shoes that looked kind of wrong on a man his size and black nails like a goth or emo kid.

Most notably was a massive brownish-green toenail or fingernail on his forehead that was unclipped and nasty looking.

Thumbskull wraps an iron pole around his neck and uses it to bend the pol before tossing it up, only to be caught by an orange tentacle looking thing with a black orb at then end.

"And presenting Frightwig", the showman announces, presenting a woman.

She was a pale skinned woman with yellowish-green eyes about early to mid twenties in age, with black paint on her cheeks in circles to lines up to her ears and the side of her head. She wore a black jumpsuit that exposed her shoulders and stopped at her calves. She also wore black and yellow striped sleeves on her arms and black flat shoes on her feet. Like Thumbskull, her nails on her fingers were black.

Most notably for her was her orangish-red hair that was bundled into many black balls that she could control like tentacles.

"When this beauty lets down her hair, no telling what could happen", the showman declares, as Frightwig's hair twists the pole further into a pretzel shape before setting it onto an anvil.

"And last but not least, the freak whose unique skill is a vile as his attitude, Acid Breath!", the showman announces as a lanky man comes from the shadows.

He had wrinkly pale skin and a red right eye with a white left eye, and little bits of straight black hair poking out of the top of his head, like it only grew in patches. He ha a hunched back as he wore a black jumpsuit with loose orange-striped sleeves. On his face, over his mouth, was a mask that looked like it belonged to a dog.

He takes off the mask, revealing his horrid mouth with green gums and every other teeth missing in a row.

Acid Breath breathes out a green gas from his mouth at the pole on the anvil and both proceed to melt into a puddle on the ground.

"Whoa!", someone in the crowd remarks.

"Gross!", Gwen comments about the ability.

Jason himself was walking away from the crowd, not at all impressed by Metahumans, and behind some stalls. There, he spots a small blue tent, like a changing room one or something, with a Keep Out sign above the orange door curtain.

Ever curious, the investigative Jason looks inside to see Zombozo.

His top out was off, revealing his bald top of his head. He wore a grey and white jumpsuit with three buttons, a jacket which was dark blue and light blue, and cyan sleeves with black stripes and two cyan circles on each stripe. On the back of his jacket was a clown face, that kind of looked like a cartoon frog's face, with yellow eyes, and a purple lipped mouth and a weird blue meta nose that looked like a hose port. He also had on black big feet clown shoes and black gloves.

"Ha-ha-ha-howdy folks! Are you ready to laugh?!", he practices in the mirror before placing his hat back on, "Perfect. You're gonna knock them dead", he smiles creepily before letting out a long tongue, "Ha ha ha ha".

Jason backs away in thought f the obviously psycho clown before bumping into someone.

"Hey!", a familar voice says to Jason.

However, he immediately turns with a punch at the ready and flying before stopping it just short of Gwen's face.

"Whoa!", she cries out, backing away from the fist in a panic.

"Don't do that", Jason growls as he relaxes.

"You don't do that!", Gwen yells, "What is your malfunction?", getting in his face.

"What do you mean?", Jason asks.

"Ever since we decided t go to the circus, you've been acting weird", Gwen remarks at his behavior, "What are you scared of?", she asks, crossing her arms.

"I'm not scared of anything", Jason scowls, "It just brings back, bad memories".

Max rounds the corner to find them, "Come on guys. Show's about to start".

Jason sighs and heads for the tent with Gwen beside him with a curious expression.

Within the suspiciously full tent for Jason's liking, the show begins with the showman in the center ring.

"Ladies and Gentlemen, children of all ages, the circus of laughter is proud to present the sultan of smiles, the crown prince of chuckles, that rib tickler himself, the star of our circus, Zombozo the clown!", he introduces before a small red car drives out from the shadows into the circle stage.

It comes to a stop and the driver's door opens before Zombozo steps of the ridiculously small car and takes off his hat in showmanship.

Everyone was laughing at the trick as Jason looked on in contempt. While kind of impressive due to the size differences, it was not funny to Jason and he found it freaky that everyone else did, including Max and Gwen.

The door then closes and the car then drives away without Zombozo, who acts surprised. The car then u-turns and aims itself at Zombozo. Zombozo gets cocky and does the hand gesture o come at him, like Neo and Morpheus from the Matrix.

He then takes out a red clothe from behind him, out of nowhere and does the bull taunt before the car's horn honks like a honking nose and guns it for Zombozo. Just as it's about to collide with him, he throws the clothe over the car and they explode into confetti.

Everyone but Jason was laughing like this was the funniest thing ever. It really freaked Jason out.

"If you love clowns, then this is the place to be", Zombozo declares as a giant machine with teal orbs all over it and yellow tubes to the going up from it, "You're going to die laughing", the orbs begin to glow, "That's a Zoboso guarantee".

"I'm gonna go get some popcorn", Jason sighs in boredom, drawing Max and Gwen's attention.

"Is Jason alright?", Max asks Gwen in worry.

"I don't think so", Gwen replies before sighing, "I don't think I'll have figure him out", before getting back into the sho.

Zombozo smiles to the crowd as they laugh, "I was never very good at math, but I believe I have your undivided attention. Now, how about some volunteers?", as everyone continues to laugh, "Ah, so full of life... for now".

Outside

Jason is at the entrance of the circus by the ticket booth.

"There's nothing funny about clowns", Jason growls, "They're psychotic", before he then hears the smashing of glass.

He heads away from the circus to investigate, hiding behind a nearby care and looks around it to see the three circus freak trio from earlier breaking into a store.

"Looks like the freaks are felons", Jason snarks.

Thumbskull grabs a bunch of jewelry from the cases in the shop. While Acid Breath melts the top of a nearby car off with his breath and then just rips out the radio. Frightwig jams her black ball tipped hair into the wall surrounding an ATM, revealing the black balls to be metal weights, before she rips the ATM out of the wall, with money spewing out.

"It's payday. Ha ha ha ha!", Frightwig laughs

Jason glowers at them, "Time to play", as his Omnitrix dial shows a familiar shape and he transforms into the sightless Wildmutt.

Thumbskull walks away from the shop carrying two cases before then seeing Wildmutt jump out over from behind the car onto it's roof.

"Good doggy! Down, boy", Thumbskull tries to command as he backs away.

Wildmutt responds with sum gruffs before jumping to the ground before Thumbskull and pouncing on him. He runs over the brute as Thumbskull drops the cases. Wildmutt rushes over to the other two and jumps onto Acid Breath and kicks off him before he could get a whiff of that rancid breath.

Frightwig sends all her hair after him and wraps it his torso but she couldn't stop him and then got dragged along for a ride along the ground, luckily for her she kept her face lifted up so she didn't suffer road rash there but she couldn't hold on and released Wildmutt and skids to a stop.

Wildmutt hps onto the small red car that was just in the show and tears off the roof for all the stuff they stole to fall ot.

"Hey, that's our stuff", Thumbskull cries out, holding a hand out to stop him.

"No mutt is going to steal me loot", Acid Breath rasps out, "Get him!", he orders the others before releasing his breath towards Wildmutt.

Wildmutt easily notices this and hops over it, letting the breath melt the red clown car. He lands between the three of them and swipes them all away.

Frightwig looks on in fear as he then rushes her.

Acid Breath looks to Thumbskull after he recovered, "Don't just stand there like a sore thumb, get the boss!", before going to help Frightwig while thumbskull rushes to the circus tent.

Inside said tent, the audience was all laughing with imagery floating around.

Zombozo was shivering in pleasure as they laughed and he chuckles.

"Laughter truly is the best medicine... for me", he gloats with a tube coming from his back tot he machine.

Thumbskull then appears behind him, "Uh, excuse me, boss", he calls up to him, "Excuse me", he waves to him, bringing a frown to Zombozo's face.

He slowly turns to Thumbskull, "How many times have I told you...", he lowers from his place, floating before Thumbskull, "not to bother me while I'm eating!".

Thumbskull holds his hands up in mercy, "Uh... we ran into a bit of trouble".

Zombozo's eyes narrow at that.

Back outside, Wildmutt had finished the fight, holding the two circus freak metahumans down, before a smoke bomb of confetti happens and Zombozo appears with Thumbskull.

Wildmutt releases the two and growls at the psycho looking clown.

"I hear your full of tricks, little doggy", Zombozo steps to Wildmutt, who growls in turn, "Let's see of you know how to play dead", before soccer kicking Wildmutt's jaw before slapping him away.

Wildmutt flies back into the base of a cell tower while Zombozo approaches him. Wildmutt recovers and growls at Zombozo before getting a flash of the Joker in his mind.

Zombozo looks to his minions, "Bring the curtain down on this little sideshow".

Acid Breath releases his acid breath onto the supports with Frightwig grabs it while Thumbskull helps weakens the supports.

"Play's over, fido", Acid Breath snarks before the tower then collapses on Wildmutt.

"Dog gone! Ha ha ha!", Thumbskull laughs as he looks at the rubble.

"Come on!", Zombozo says to the freaks, "We got bigger laughs to get!", before vanishing like he had appeared while the circus freaks rush back to the circus tent, unaware of Jason leaving the rubble looking unscathed.

"Whew", Jason sighs before he collapses from the damage, "I should have moved", before passing out.

Sometime Later in the Day

Everyone was now leaving the circus grounds with Max sitting on the steps of the park with laughter still escaping his lips as Jason arrives.

"Max?", asks Jason before he rushes on over as Max still laughs soullessly, "Max!", Jason shakes his shoulder to snap him out of it.

Max looks to him with a half-lidded look in his eyes and a wide smile, "Oh, Jason. Heh heh. Where'd you go?".

"Where's I go? Where'd the circus go?", Jason asks, gesturing to the now empty lot.

"Huh? Uh, I'm not so sure" Max utters through his unnatural joy before calming some as he looks to the empty lot then back to Jason, "I remember we were laughing. It was so funny", a smile coming back to his face before stopping and dropping his head down.

"Max, are you okay?", Jason asks him.

Max opens his eyes through the drowsiness, "I just... feel kind of glum, is all".

"Then why are you smiling?", Jason asks him before noticing something and looking around, Wait a minute. Where's Gwen?!"

Elsewhere, Out of Town

Thumbskull was driving their moving truck with Zombozo in the passenger seat.

"Did you pack me a snack for the road?", Zombozo asks with a smile to his driver.

Thumbskull pulls on a curtain to reveal the back of the truck was filled with laughing captives, with Gwen among them.

Further Back on the Road

"Zombozo must of zonked out the entire town during the show while his freak robbed everyone blind", Jason theories ashe drives down the road after the circus with Max in the passenger seat, "But why kidnap Gwen?".

"I-I don't know", Max says, a little woozy, "but we'll catch that clown".

"Damn clowns", Jason remarks.

"Jason, what's bothering you?", Max asks, noticing tension that usually isn't in Jason.

"I just... don't like clowns. They bring back bad memories", Jason tells him.

"You can tell me in your own time", Max tells him, "But everyone has a past or a fear that haunts them. When I was a boy, I was afraid of heights. Well, one day, enough was enough, and I climbed to the top of the water tower. Sometimes, you just got to scare the fear out of you", before he then passes out.

"Max!", Jason notices the elder's state and pulls over the Rustbucket.

He gets out of his eat and checks on the old man, "Max, are you okay?"

"So sad", Max utters from where he laid, "So very, very sad".

"Max, what happened inside the big top after I left?", Jason asks him.

Max flashback to what happened, the laughter as his spirit seemed to leave him and Gwen, along with everyone else, into a machine connected to Zombozo from the tube in his back.

"I love the sound of laughter", Zombozo cried out in joy, "It feeds my soul".

"Jason", Max says as he comes out of it, "I think that Zombozo robs people of more than just their possessions. I think he steals people's happiness until there's nothing left".

"And he's got Gwen", Jason says wide-eyed in horror.

Even Later That night.

Jason had found the new fairground and snuck on in, seeing the circus freaks carrying in carrying crates around.

Not wasting anytime, Jason steps out in the line of sight of the goons.

"Hahaha", Frightwig chuckles as she sets her crates down, with the others joining her, and looking to Jason, "Looks like we got somebody who wants to see the show without buying a ticket", tearing off Acid Breath's mask for him.

They rush him as Jason activates the Omnitrix. Thumbskull attacks with a hulk smash, Frightwig with a spin with her hair as whips, and Acid Breath melting acid breath. However, Jason had ducked away and transforms as he ducks into a crate.

"What was that?", Thumbskull asks at due to the green flash before the crate breaks apart to reveal a upgraded machine with a mostly black color scheme with grey mech parts and green tech lines in the black, the omnitrix symbol was on a cannon looking piece.

"I don't know what you are, but I'm going to tear you apart", Thumbskull declares before rushing the machine.

"You want to play hardball? Game on!", Upgrade tells him before launching a stream of fast baseballs from below his eye-mouth circle, cracking into Thumbskull's face and sending him flying back to the others, who jump out of the way as he lands on his back.

Upgrade fires the balls out Frightwig but she whips her hair back and forth, whacking the balls away, so Upgrade hops behind a crate to avoid returns.

"That all you got?", Frightwig taunts.

"Just warming up, babe", Upgrade snarks back and fires more balls from his cover, which Frightwig bats back with her hair.

Upgrade ducks down and shoots to her feet. Frightwig lifts her left leg to dodge one but her right leg gets hit and she spins as she falls, getting tied up in her own hair, from neck to ankles before taking one more baseball to the face.

Acid Breath hops onto a crate and fires a his breath as liquid acid at Upgrade but he was noticed and Upgrade retreats between some crates, leaving all of them to be melted.

"Didn't you mom ever tell you that it's not polite to spit at people?", Upgrade taunts.

"Who do you think taught me in the first place?", Acid Breath retorts before going to fire his breath at where he heard the voice, only for Upgrade to jump out and fire a ball directly into Acid Breath's mouth, shattering his teeth and sealing his mouth shut, before he gets another stream of balls to the face and joins the other circus freaks in defeat on the ground.

"Strike 3!", Upgrade cheers before hopping off the baseball pitching machine, which now looked like normal, "And your out", before leaving them for the big top in search for Zombozo.

Upgrade transforms back into Jason as he makes it there, leaving the teen to sigh, "Who's side are you on?", before entering inside in search for the dastardly clown only to see his reflection, "Oh great. A funhouse of mirrors".

"Hiya, son", Zombozo's voice rings out from nowhere, "Something tells me you'd be a barrel full of laughs".

Jason was using his feet and looking to the ground to make sure he didn't go face first into a mirror while getting through this maze.

"Hey, Mr. Serious, how about a smile?", Zombozo asks as he face appears on Jason's reflections before overtaking the mirrors with his likeness. Jason rushes through as the room darkens with the clowns reaching for him.

"What's your story, morning glory?", Zombozo asks in a taunting tone, "Was that your mutt that gave my freaks such frowns?", before a jack-in-the-bx head of Zombozo appears before jason in a yellow spiral within a red void, "What about that blob outside?", and another appears on the other side of Jason, "If it weren't for you... Are you some kind of freak?", as a third appears under Jason and sends him flying.

"I'm not a freak", Jason denies as he falls through fire in the shape of Zombozo's laughing face.

Jason ends up on the high wires and acrobats his way through another face of Zombozo before the wires snap and he falls again onto a spider's web.

Jason tries to break free as a spider with Zombozo's face on it heads for him.

"Come on, kid! You got to learn how to loosen up!", Zombozo retorts, "Laugh a little", he places two talon spider legs to Jason's face, "It's what keeps me going", before cutting around him in quick slashes, letting Jason fall down to the center ring of the show, with a spotlight now on him.

Jason gets up in the empty big top as Zombozo approaches him. Jason could see what looked like souls in the blue orbs on Zombozo's coat, with Gwen in the orb on his top hat, laughing as she looks nothing more than an old raisin.

"Now, don't tell me you're afraid of old Zombozo?", Zombozo laughs.

"What do you want?", Jason aks him.

Zombozo snaps and a light shines on his machine before the tether snakes it's way to Zombozo and onto his back, lifting him into the air.

"Only what every clown worth his floppy shoes wants- to make people laugh", Zombozo states with joy in his voice and a crooked smile on his face", before then getting into Jason's face, "Then drain their positive energy like a sponge in a pool party! Is that so wrong?", he shrugs.

"Is that the machine you use to suck the happiness out of your audience?", Jason asks.

"I call it the Cyclown. Clever eh?", Zombozo reveals without a care, "Soon, I'll be taking my act to the big cities. Millions fo people laughing for me, feeding me, making me stronger".

Jason glares up to him, "I want her back".

"Her?", Zombozo asks with a fake gasp, "Didn't you hear? She ran away with the circus!", revealing the passed out and laughing Gwen outside of the circle with all the others, looking all old and wrinkly.

Jason glare intensifies at Zombozo as he laughs.

"You asshole clowns always think you're funny, but you're not. And I'm the one who'll get the last laugh!", Jason growls as he activates the Omnitrix and turns into Ghostfreak.

"Nice try, kid, but I sell the tricks; I don't buy them", Zombozo denies.

"You think I'm afraid of you clowns", Ghostfreak rasps, "No!", he then sucker punches Zombozo so hard his top hat flew off, "I hate clowns!", he disappears, leaving Zombozo to look for him, only to receive another fist to his big blue nose.

Zombozo growls in anger at the assault, looking for the ghost in the wings. Only to receive a flying board to his face, sending him crashing into the Cyclown, breaking the big orb in the front and causing it to begin to self destruct, releasing the stolen joy back into the world, and the people recovering.

Gwen and the others in the tent were now looking more youthful.

Ghostfreak floats before Zombozo, "You want to see something really scary?", he asks the clown before pulling his skin away to reveal the horrors that lay underneath, black and white tentacles wiggling out, sending the clown falling to the ground in fear and backing up to the destroyed machine as he shivers.

"Aw. Now, don't tell me you're afraid of old Ghostfreak?", Ghostfreak taunts as he hovers in close to the clown.

"Please... no more!", Zombozo cries as he covers his face and shivers in fear.

"Boo!", Ghostfreak cries, causing Zombozo's head to burst into confetti in fear, "That kind of even freaked me out", before changing back into Jason, who then rushes over to Gwen and checks on her.

She begins to wake up and looks to Jason, "What? Jason?", she struggles to sit up, "Hey, where's that popcorn?", only remembering that as she was very woozy.

Sometime Later

The Rustbucket was pulling away as the cops were at the fairgrounds for the Circus Freak Trio and Zombozo.

"You feeling okay, Max?", Jason asks as Max was now driving.

"Happy as a lark", Max smiles at him, "Pretty clever, you scaring him like that".

"Thanks", Jason tells him.

"Now I know why you hate clowns", Gwen remarks as she comes up from behind him.

"I still don't know why either of you found the show funny in the first place", Jason gripes, "With movies and books showing Pennywise and Art the Clown, along with the sick bastard that is the Joker from Gotham, you'd figure no one would like clowns anymore".

"I don't know either", Gwen remarks in thought, "But thanks for saving me", before then kissing Jason on the cheek and going back to the dining table to her laptop.

Chapter End


AN: I grappled with making Jason afraid of clowns like Ben, due to his death at the hands of the Joker, but made it so he hated them and just wants to hurt them instead of laughing at them