At a pierside carnival a pair of men dashed through the crowds. Clutching a duffle bag they ignored the angered and startled cries of those they shoved aside as they made their way to the edge of the boardwalk, carefully making their way down an access ladder to a rowboat waiting below.

Once aboard the pair began to laugh as they eagerly opened the bag, a small fortune in jewellery and designer watches glistening within.

"Hah! Knocking over that yacht was a piece of cake" the first thief bragged, zipping the bag back up and hanging it to his partner.

The second thief grinned back before movement over the first's shoulder caught his attention, after gesturing for him to turn around, the two thieves were confronted by a surprising sight.

Rising from the water was a long, green scaled fish tail just off the bow. As they edged closer the pair were caught off guard as a hand shot out of the water and grabbed onto the side of the boat. Entranced they watched as a figure pulled themselves up from the water, and though their face was hidden by a fringe like fin, there were certain…attributes that were undeniably female.

"Uh Fred…you're seeing this too right?" the first thief asked, torn between running for the hills and wanting a closer look.

"Oh I'm seeing it alright" Fred replied, a lecherous grin forming on his face. Crouching down he began to reach out towards the 'mermaid', noting how she still had kept her face hidden.

"Oh come on now, you ain't got a smile for…H-hey!" panic began to set in as the 'mermaid' took hold of his arm with a vice like grip, her face lifting to reveal a terrifying fanged grin. "Jesus! John, help me!"

"...oh hell no" John managed to whimper, harshly shoving his partner into the surprised 'mermaid' before scrambling back up the access ladder.

Reaching the top the thief stumbled as he tried to secure his stolen goods, fleeing down the boardwalk while casting fearful glances over his shoulder.

Unfortunately this left him unaware of what was in front of him, the thief letting out a cry as he collided with a hot dog cart. As he scrambled back to his feet, gasoline from the tanks used to heat the grill spilling around him, a pillar of water shot high into the air as Ripjaws slammed down onto the boardwalk.

"So much for honour among thieves" she quipped "Ben would have liked that" she thought as she advanced on the shaking thief.

Putting the cart between himself and the 'hero', the thief gulped as Ripjaws stalked forward, uncaring of the dis/approving stares directed her way (a loincloth doesn't cover much from the side after all). Before she could reach him however, the gasoline spilling onto the boardwalk was set alight, a loose wire having sparked the blaze.

As the aquatic 'hero' tried to back up she realised that the flames had encircled her, flinching away from the heat as her skin began to dry out. Seeing her distress the thief smirked, attempting to continue his escape when he felt a painful sting in his leg.

Staggering he wheeled around trying to spot what had struck him, only to flinch as he felt three more sharp stings to his chest. Holding a hand to his chest he continued to scan the area fro his mystery attacker, finally spotting…a young boy and a grey frog with a shooting range air rifle?

The boy smirked and pointed back towards where Ripjaws had been, the crack of wooden boards filling the air as the thief's head snapped back in her direction. Despite the flames he felt a chill run down his spine as the 'hero' was nowhere to be found, he took a nervous step back as the boards under his feet began to shake.

He had no time to react as Ripjaws burst up from below, snatching him up in her jaws before throwing into a nearby can toss stall and taking out all the stacks.

"Nice shot" Ben commented, flashing the 'hero' a thumbs up before leaning over the counter to address the cowering worker "Does that count as a win?"

Having dealt with the thieves and with the police on their way, Ben offered Cerebra's help in fixing the hot dog cart while they waited, with the grateful owner offering them a free dog each as the officers arrived.

He quickly regretted that decision seeing Cerbra (somehow) swallow hers in one go, a weak moan escaping him while Ben gave an impressed whistle.

"I didn't think you could handle that" he innocently admitted, missing Ripjaws muttering about her being a "show-off".

"Oh you'd be surprised at what I can handle~" Cerebra replied with a sultry look. "...lord have mercy" the owner whimpered before awkwardly excusing himself.

"What was his problem?" Ben asked, his 'partners' shrugging as the Chaquetrix timed out. Brushing it off, Ben finished his hot dog and went to go meet up with grandpa and Gwen "Stopping bad guys and getting free food? Nothing can ruin today"

-Later that evening-

"Me and my big mouth." Ben thought bitterly.

After reuniting with his grandpa and cousin and getting back on the road, they passed by signs for "Zombimbo's Traveling Circus of Laughs" and despite Ben's VERY reasonable argument that circuses were lame, Max and Gwen insisted on going.

And that led to now, with the trio making their way through the showgrounds towards the Big Top. Passing by a poster displaying Zombimbo's face Ben shivered…not because he was scared or anything! Clowns were just weird is all.

They approached a stand for a trio of "freaks". One a hulking brute with a 'thumbnail' for hair, a woman with long red hair that moved as if alive, and a bald sickly looking man in a muzzle. As the crowd formed, a barker stepped up to hype up the crowd.

"Step right up folks, and witness the fingerless freak of nature Thumbskull!" At the barker's words, Thumbskull effortlessly bent the metal pipe over his head before tossing it high into the air.

"Big deal, Armizon's tougher" Ben muttered, his voice drowned out as the crowd gasped at the display of strength.

The bar was snatched out of the air by a red lock of hair "Next up, Frightwig! This is one bad hair day you don't want to mess with!" As the barker introduced her, Frightwig's hair twisted the bar into a pretzel shape.

"Pfft, Ultra-T could have done that" Ben dismissed quietly, the crowd letting out disgusted groans as the final freak stepped forward.

"And last but certainly not least, a freak as vile as his attitude, Acid Breath!" The sickly man removed his muzzle, revealing a mostly toothless mouth dripping with green drool.

As Frightwig set the pipe down on a pedestal Acid Breath breathed out a putrid cloud, the bar AND pedestal melting into sludge.

"Heart's Fire could do that and it would look cooler" As Ben once again dismissed the display, Gwen finally had enough of his attitude.

"If you think they're so great, why don't you marry them?" she snarked, realising what she'd said a second too late.

Embarrassed but unwilling to let Gwen have the last word, Ben shot back "Well maybe I will!"

Ignoring Gwen's stunned look, and his own flushed face, Ben stormed off to explore the rest of the showgrounds. As he reached the outskirts he came across a small tent with a sign reading 'Keep Out', naturally he ignored this and snuck closer to peek inside.

Sitting inside the tent in front of a mirrored makeup desk was Zombimbo herself, the blue clown nose on her face doing little to take away from her looks as she grinned widely at her reflection. Adjusting the suspenders on her costume and letting them snap back against her impressive chest she practiced her intro.

"HOWDY FOLKS! Are you ready to laaaugh?" seemingly satisfied, she flipped her tophat onto her head "Perfect, you're gonna knock them dead~" grinning sinisterly from under the brim of her hat, she licked her lips with an almost inhumanly long tongue.

Freaked out by the clow-the weird display, Ben began to back away…and right into an unknown figure "Hey!"

Ben totally didn't scream as he spun around, revealing the figure to be a confused Gwen "Don't…don't do that" Ben snapped, holding a hand to his chest.

"What's up with you? You've been acting weird than usual ever since we got here" Gwen asked, eyes narrowing in supcion "I'd almost think you were…scared of something"

Ben scowled and looked away "I'm not scared of anything!" The two were interrupted as Max approached, gesturing towards the Big Top "C'mon you two, the show's about to start"

Giving Ben a smirk, Gwen motioned for him to go ahead "After you" Ben reluctantly did so.

Inside the tent, as Ben nervously shifted in his seat the spotlights focused on the barker from the freakshow as he addressed the crowd. "Ladies and gentlemen, children of all ages. The Circus of Laughter is proud to present: The Lady of Laughs! The Countess of Comedy! The Queen of Quips herself, the star of our circus! Zombimbo the Clown!"

The spotlights shifted to focus on a small clown car that sped into the ring, skidding to a stop in the centre as Zombimbo stepped out of the seemingly too small vehicle. The audience laughed hysterically as the car seemed to move on its own, engaging with Zombimbo in a bull fighting parody before bursting into confetti.

While the rest of the audience continued to laugh Ben looked on horrified, as Zombimbo basked in the laughter a large machine was wheeled out behind her.

"If you folks love clowns, you're in the right place! Stick around, you're gonna die laughing…" she said, the machine beginning to glow ominously "...that's a Zombimbo's guarantee~"

"I gotta go!" Ben yelled, rising to his feet before noticing the concerned looks from his family "...to get…some popcorn! I'll be back" he added, hurriedly making his exit.

Once out of the big top Ben continued on past the stalls, stopping only once he was out of the showgrounds. Pausing to look back at the entrance, Ben shuddered "There's NOTHING funny about clowns!"

As he struggled to calm down the sound of glass breaking caught his attention, creeping forward and taking cover behind a parked car Ben's eyes widened at the sight. The circus freaks were on a crime spree! Frightwig used her hair to rip an ATM free from the wall, Thumbskull broke through a jewellery shop window and Acid Breath melted away a car door to steal the stereo.

Activating the watch Ben quickly made his selection and slammed the dial down. The purple flash caught the attention of Thumbskull as he attempted to carry away two TVs, his confusion soon turned to panic as Wild-Gal pounced atop the car Ben had ducked behind.

"Uh, good doggy, down…girl?" he stammered, backing away as Wild-Gal gave an unamused growl before launching herself at the crooked performer.

Arms full of stolen goods, Thumbskull was unable to raise his arms to block the charge and was slammed into the ground. Hearing his pained cries his two fellow freaks turned to face the new arrival, and froze at the sight of their 'muscle' getting shaken like a ragdoll by a feral beast woman.

Sensing the other freaks incoming Wild-Gal hurled Thumbskull at the pair, while Acid Breath was pinned under his bulk, Frightwig managed to jump to the side.

"And people say 'I' need a haircut" she sneered, ensnaring both of Wild-Gal's arms with her hair "Time to put the mutt on a leash"

Her confidence was shattered when Wild-Gal simply moved her arms back, pulling Frightwig towards her and into a headbutt.

"GRRR, NOT…MUTT!" she roared, watching as Frightwig collapsed in a daze. "Besides" she thought "Only ONE person can put me on a leash~"

Acid Breath and Thumbskull had barely gotten back to their feet when Wild-Gal charged again, tackling Thumbskull into a nearby car before grabbing Acid Breath by the neck. Watching as she tossed him over her shoulder towards the circus, Ben stared at the Chaquetrix and wondered if he even needed to summon a second 'hero'.

"I probably should but…" he glanced back at the 'fight', Wild-Gal shaking Thumbskull about by his leg and Frightwig tried to crawl away "...she's having fun. Besides, I can always call someone in later if I need to"

-Meanwhile-

Acid Breath half stumbled, half ran through the showgrounds. He didn't know where that crazy woman came from but they needed help, but the boss sure wasn't going to like it…

Entering the Big Top his eyes were drawn to the floating form of their leader, a cable connecting her to the large machine at the ring's centre. Zombimbo's face twisted in ecstasy as the audience continued to laugh, Acid Breath shuddered at their hollow grins.

"Boss…" he began cautiously, a cold sweat forming as she twisted mid-air to glare at him "We've got a problem ou-URK!"

His eyes bugged out as Zombimbo floated down and grabbed him by the neck "How many times have I told you, NOT to disturb me while I'm eating?"

"S-sorry…but there's…a wild freak outside…she's tearing us apart" he weakly replied, greedily breathing deep as she let go.

"Ugh, do I need to do everything myself?" Disconnecting from the machine she grabbed the freak by the arm before vanishing in a cloud of confetti.

Back outside, Wild-Gal let out a satisfied growl as Thumbskull and Frightwig lay defeated on the ground. Even better, not that the fight was over Ben was giving her some well deserved head pats.

"You didn't need any help at all did you?" he asked, laughing as she nuzzled against his face "I told Gwen you guys were better than any dumb circus act"

A burst of confetti caught their attention, Thumbskull and Frightwig tensing up as Acid Breath appeared with their ringmaster.

Wild-Gal moved to cover her 'partner' when her senses picked up on something unexpected, tilting her head in Ben's direction she let out a concerned growl.

Ben stepped back, eyes wide and heart hammering in his chest as the 'hero' wondered what had shaken him so badly. She didn't have time to ask as an oversized shoe slammed into the side of her face, sending her flying back into a store front.

"Wild-Gal!" Ben attempted to run to her side only for a hand to snatch him up by the collar.

"Hey now, why the frown?" Zombimbo taunted, noting how Ben froze up in her grip "Ooh, now that's a cute expression, but I think you'd look much better with a smile~" her unnaturally long tongue brushed his cheek, Ben unable to repress a shudder as he tried to escape her grasp.

Noticing that Wild-Gal had recovered Zombimbo simply grinned and held Ben in front of her, stopping the 'hero's' charge dead. Taking advantage of her hesitation, the twisted clown delivered a series of kicks, sending the 'hero' staggering back down the street.

"This your mutt?" She asked, grinning at the struggling boy held against her "She know any tricks? How about…FETCH!"

Rearing back she tossed Ben towards a radio tower, Wild-Gal quickly moved to catch him before he collided with the tower legs.

Cradling Ben to her chest Wild-Gal backed up, seeing this Zombimbo gestured for her minions to advance. Acid Breath unleashed an acidic cloud, forcing her further back while ravaging the tower's legs.

Wasting no time, Thumbskull and Frightwig attacked the weakened metal, brute strength and enhanced hair easily bringing it down on top of the heroes.

"Shame about the kid, that fear was sublime" Zombimbo sighed before turning back to the circus "Welp, let's pack me a few snacks and get back on the road" vanishing once more in a burst of confetti along with the freaks.

Under the collapsed tower Wild-Gal stirred, battered and bruised but still in one piece. A stroke of luck meant that the collapsing debris had caught on each other, leaving them trapped but not pinned.

She turned her senses to Ben, still held close (and here she was unable to enjoy it) and shaking off his own daze. As he took in both their surroundings and her injuries, Ben hung his head in shame.

"I messed up…"

Wild-Gal let out a sad whine, moving to nuzzle him comfortingly "No…blame you" she became confused when she detected another scent on him "What mark…on face?"

Caught off-guard busy the change in conversation, it took Ben a second to reply "Oh yeah" he grimaced at the memory "That…clown freak licked me, like they're not creepy enough…not that I'm afraid or anything!" he stammered, not wanting to seem lame in front of the 'hero'.

Wil-Gal however didn't really take in that part, she was too busy fuming at the clown's audacity to touch 'their' partner like that.

"Others won't be happy about that" she thought, an angry growl rumbling in her throat.

Mistaking her response as feeling guilty over her own licking of his face ("Man that felt like a long time ago" he thought) he quickly went to apologise.

"Oh uh it's fine, I don't mind it from you"

Actually he found it a little embarrassing, the dweeb thought she was trying to kiss him after all (hah, as if!), but given how he let her get beat up he wasn't going to make her feel worse.

The stunned 'hero' timed out before she could reply, leaving Ben to slip out of the wreckage through a small gap and make a rush for the show grounds.

"OK enough mushy stuff, I'll apologise properly later. Right now I need to get back to grandpa and-" he came to a sudden stop, practically tripping forward at the sight before him…or lack of one "...How long were we stuck under there?" he asked in disbelief, staring at the now empty parking lot.

Making his way to where the Big Top had been Ben soon found Max, sitting on some stone steps chuckling weakly. More than a little unsettled Ben made his way over to him, passing by several other circus-goers all in various states of distress…and yet still chuckling.

"Grandpa…?" he asked, gently shaking his shoulder.

Max turned to him with a vacant smile "Haha..oh, Ben..haha…where'd you go?"

"Where'd 'I' go? Where'd the circus go?!" Ben shot back, an icy feeling forming in his gut.

"Huh?..oh, I'm-I'm not sure. We were laughing…heh it was so funny" Max replied, seemingly growing weaker as he talked.

"Grandpa?"

"..Uh, sorry. I'm just…so…glum" slumping forward, Max chuckled once more.

"Then why are you laughing?" Ben asked, looking around as he realised something important "...Grandpa, where's Gwen?"


As the circus truck sped along a mountain road, Zombimbo relaxed in the passenger seat as Thumbskull drove.

"Did you remember to pack me a snack for the road?" she asked, grinning widely as he pulled open a curtain in the back of the cab.

Six helpless victims sat in the van still laughing uncontrollably, with one victim being a very familiar red haired girl…


A short while later Ben had managed to help Max back to the Rustbucket, the pair setting off down the same mountain road in the direction of the nearest town, hoping to catch up with the rogue performers. As Max struggled to stay focused on the road Ben went over what they had figured out so far.

"So Zombimbo distracts the whole town while her freaks rob the place blind I get 'that' part, but why kidnap Gwen?"

Max shook his head, attempting to stay alert as he tried to comfort his grandson. "I-I don't know. But we'll-we'll get that clown, don't worry"

"Who's worried?" Ben replied, false bravado dripping from each word "I'm not..scared…of some dumb old clown"

"Ben, what-what's bothering you?" Max asked, even in his exhausted state he could see Ben's nervousness.

"...Promise not to laugh?" he shyly asked "I'm…scared of clowns. I let Wild-Gal get hurt because I was too scared to get help!" Max felt his heart ache as Ben lowered his head shamefully "Some hero I turned out to be"

"Ben, everyone has their own fears. I-I used to be scared of heights, until one day I decided enough was enough s-so I climbed to the t-top of a water tower. Sometimes you just have to…scare the…fear out…of…" Max weakly trailed off, his strength finally failing as he collapsed at the wheel.

"Grandpa!" fumbling to unlock his seatbelt, Ben scrambled towards the driver's seat.

The R.V scraped along the safety railing as Ben desperately tried to keep the R.V steady, it was a losing battle however as Ben failed to turn in time for a bend in the road, the Rustbucket ploughing through the barrier and beginning to roll down the hillside.

Desperately sterling out of the way of any trees in their path, Ben awkwardly fumbled with the Chaquetrix. In a flash of purple Armizon found herself cramped up just behind the driver's seat.

"Ugh, again? You need a bigger…"

"No time! We need to stop this thing!" Ben cut her off, spotting a much steeper cliffedge rapidly getting closer "And fast!"

Moving quickly as the cramped quarters allowed Armizon managed to reach the R.V's door and, throwing it open, punched down with her right arms. As her fists dug into the earth, slowing the R.V and causing it to swing right, Ben was thrown back down the corridor and into the waiting arms of the 'hero' as she pulled him close (for his safety, of course)

As the vehicle came to a not so graceful stop, Armizon pulled her fists free and turned her attention to her 'partner' and just how he'd been…squished against her

"You ok short king? No airbags back here so I had to…'improvise'~"

"Ish fne" came Ben's muffled reply, taking a deep breath as he pushed himself back "It was a soft landing" he continued, shaking off his dizziness from the sudden stop.

"Glad to hear it, I-" she trailed off as Ben threw his arms around her waist.

"Thanks" letting go he flashed her a grateful smile "I'm not sure I could have stopped this by myself so…thank you"

Despite knowing he couldn't see her blushing, the 'hero' turned her face away in embarrassment "Well I'm just…doing my job as a hero right?" she bashfully replied "But…if you DID want to thank me~..."

A weak groan from the front snapped Ben back to the situation at hand "Grandpa!" hurrying back to his side Ben missed how Armizon's face comically dropped as she realised she'd missed her chance, with the watch timing out adding extra insult.

"Grandpa, are you ok?" Ben asked, watching in concern as Max weakly tried to sit up.

"Ju-just so…sad"

"What happened to you after I left?" he asked, seeing Max's face crease as he tried to remember.

"There-there was this…machine. The more we laughed the more it seemed to-to glow, and the brighter it got the-the emptier we felt" Max paused, struggling to keep going "I think..Zombimbo steals more than people's possessions, I think she steals their..happiness until noth-nothing's left" with that he slumped forward once more, falling into a fitful sleep.

Ben's fists clenched in determination, making his way back to his bunk he dug out Tetrax's hoverboard once more. Activating it as soon as he exited the R.V he gave a brief glance back.

"Don't worry grandpa, I'll get Gwen back and I'll stop that clown"

It didn't take Ben long to reach the next town, and even less time to spot the circus trucks as he brought the hoverboard down a short distance away. Creeping closer Ben hid behind an open crate, containing a pitching machine, as he watched the freaks go about setting up the new showgrounds.

A quick check showed the Chaquetrix had recharged during the flight, activating the dial Ben made his choices bringing Ultra-T and Stingwing out.

The pair of flashes caught the attention of the freaks, dropping their crates they moved to investigate.

"Looks like someone's trying to get a sneak peek boys" Frightwig sneered, hair rising up and ready to strike "Sorry, but we don't do free shows"

As Acid Breath prepared to unleash an attack the crate exploded as a black coated machine charged forward, Ben hopping onto Stingwing's back and taking flight. The machine, which they belatedly realised was one of their pitching machines, aimed its glowing 'face' at Thumbskull.

"I believe the term here is, 'play ball' correct?" the Ultra-T possessed machine quipped, dodging the circus brute's wild swings.

"Grah, stay still so I can smash you!" Thumbskull attempted a double hammerfist, scowling as Ultra-T simply scuttled to the side.

Scanning her target the 'hero' found what she believed to be the most efficient weak point to aim for, allowing Thumbskull to charge once more before firing…below the belt.

"Strike one! ("Urk!") Strike two! ("M-mercy!") Striiike three (pained squeak) You're out!" she called out cheerfully, as Thumbskull fell to the floor and curled up in pain.

Frightwig rushed forward, attempting to ensnare the machine with her locks only to find them countered each time by perfectly aimed baseballs.

The force generated was enough to wrap them back around her body like a cocoon, causing her to topple over as the 'hero' knocked her out with one final shot to the head.

While Ultra-T handled those two Stingwing strafed Acid Breath, easily avoiding his attacks while she groaned in annoyance "Ugh, you're really not the guy I wanted to be 'swapping spit' with tonight"

Acid Breath blinked in surprise, surely he'd misheard that right?

His distraction proved to be his undoing as Stingwing landed a bullseye, sealing up his mouth with an adhesive slime ball before diving down and delivering a swift strike with the flat side of her stinger, knocking him out before letting Ben dismount.

As Ultra-T detached from the pitching machine and reformed beside them, the trio made their way to the Big Top entrance.

"Ok that was the, surprisingly, easy part out of the way. Now that just leaves…her" Ben said, drawing worried looks from his 'partners'. "Alright" Ben whispered, trying to psyche himself up "She's just a weirdo in a rubber nose and big shoes…nothing we can't handle"

"Do not worry partner-Ben" Ultra-T replied, moving give a comforting embrace from behind "Our combined powers are more than sufficient for this"

"Besides" Stingwing said, crouching to be at eye level with him "We can't let her get away with what she's done"

"Right, we need to save Gwen" Ben said, missing how the two 'heroes' shared a look. "That's…certainly part of it" Stingwing agreed.

As Ben smiled gratefully at them a very unwelcome sound rang out "Oh you have to be fu-" Stingwing and Ultra-T vanished in flashes of red, leaving a now much more nervous Ben alone. Setting off into the tent, they only made it a few steps when Ben ran into…Ben?

"A hall of mirrors? Ugh I hate these things" Ben groaned, moving ahead as carefully as possible.

As the young hero pushed on he flinched as Zombimbo's voice echoed through the hall.

"Well I'll be, it's you again!" she said cheerfully, giggling as Ben walked into a mirror "You here to finally give me a smile?"

Rubbing his nose Ben glares at the reflection in front of him, only to gasp as its face morphed into the demented jester's. Staggering back Ben watched as all the reflections shifted, all moving independently as they leered at him.

"Didn't bring the mutt this time?" she taunted as Ben turned and ran "Did you trade her up for those other two? You're quite the little heartbreaker ain't you kid?"

As Ben exited the hall of mirrors he found himself on a gravity defying spiral road, dodging dozens of grasping hands the lunged out of the darkness.

"I'll admit, a girl could get jealous of the 'funbags' on your blob friend" Ben had little time to think about the (in his view) nonsensical statement, as the path vanished beneath him senidng him tumbling into the dark.

His fall abruptly stopping, Ben found himself now on a trapeze swing as large ghost like images of Zombimbo's face floated around him "And your bug friend, tell me is she a big a freak in the sheets as she is in the streets?" she cackled,

"You're the only freak here!" Ben managed to snap back, as he managed to swing to the next rope…only for it to break and send him falling once more.

Once again his fall was halted, this time by what felt like a net. When Ben tried to sit up he found he was unable to pull his limbs free, his eyes widened as he realsied this wasn't a net but instead a giant web!

As he struggled he became aware of something else landing on the web, tilting his head back he froze at the sight of a human sized golden spider with Zombimbo's face.

"Aw what's wrong? I'm just having a little fun, you should loosen up and laugh a little" the spider clown scuttled closer, holding one of her razor legs under his chin and forcing Ben to look her in the eyes "It does 'wonders' for me~" bringing her leg back she sliced the web around Ben, letting him fall for the final time as he landed in the centre of the ring.

A spotlight shone down on him as Ben pushed himself up, his attention soon shifting to the sound of approaching footsteps. Sitting up Ben stared in horror as Zombimbo strolled over, the 'gems' on her outfit seemingly teeming with ghostly figures.

The worst part however was the very familiar figure in the gem on her hat, an emaciated Gwen laughing even as she withered away.

Grinning, Zombimbo crouched down in front of him "Hey now…" she reached out and gave his cheek a pinch "Don't tell em you're afraid of little old me?~"

Jerking back as if burned, looking away unable to meet her gaze "W-what do you want?" he stammered out.

With a snap of her fingers a second spotlight appeared, the machine from her show glowing ominously as a cable extended out and attached to a spot on her back. Rising into the air she floated around the defeated looking Ben.

"Only what any good clown worth her floppy shoes wants, to make people laugh" she answered with exaggerated innocence, her expression soon twisting as she shot forward and grabbed him by the chin "And slurp up their positive energy like a sweet, refreshing shake! Is that so wrong?" she mocked, letting his head drop again.

"Is that the machine you use to suck the happiness from your audience?" Ben asked, earning a smug grin from the criminal clown.

"I call it the 'psyclown', pretty clever eh? Yeah you look like a fan of puns" she taunted, rising high into the air once more "Soon I'll take my act to the big cities, and then there'll be millions of people laughing for me! Feeding me…making me stronger!" she then playfully flicked her suspenders "Not to mention keeping my fabulous figure~"

Working up some courage, Ben slowly got to his feet "I..I want my cousin back!" managing a weak glare at Zombimbo, who put on a 'thinking' pose.

"Cousin? Why didn't you hear? She ran away with the circus!" she laughed, calling down a new spotlight to illuminate Gwen. Ben's eyes widening at her frail form curled up on the floor, anger flooding through him as he turned back to the snickering clown

"I have to admit she's got a real unique flavor to her…wonder if you do too" Zombimbo taunted, so lost in her own amusement she failed to notice Ben's watch glow brightly.

Looking down Ben saw the watch had dialed up Scream Queen. If he had been calmer maybe that would have concerned him…but right now the only thing he cared about was making this clown pay!

"Maybe I am scared of you…but losing my family scares me even more" Ben admitted quietly, Zombimbo tilting her head questioningly "In other words…" slamming the dial down Ben stared back defiantly as Scream Queen hovered behind him "...you're going down, clown!"

Zombimbo scoffed "Oh please! I SELL the tricks kid, I don't buy the-OOF!" she staggered back as Scream Queen socked her in the jaw. As she floated back she found bothe Ben and the spectral 'hero' had vanished.

As she attempted to locate them she was struck from behind, then from the right, then the left. As Zombimbo desperately tried to defend herself from her invisible foe, Ben crept through the shadows towards Gwen. He went to activate the watch for a second hero…only for it to remain unresponsive, simply flashing Scream Queen's icon again.

"What? Ugh the stupid thing picks now to stop working" a sudden scream interrupted his thoughts as he looked up to see Zombimbo siling through the air before crashing into the psyclown, shattering the large 'gem' on the front and releasing as the trapped spirits within.

As Zombimo fell to the floor, her powers utterly diminished, she froze as Scream Queen appeared before her. Under the spectre's hateful gaze she attempted to crawl away, a terrified squeak escaping her as the 'hero' caught her by the collar.

"Did you have your fun tormenting him? Laying your filthy hands on him?!" Scream Queen hissed, eye glowing threateningly "You must think you're pretty scary…but do you want to see something REALLY scary?" she taunted, slowly reaching for the front of her suit.

Whatever happened next Ben couldn't see from where he was crouched beside his recovering cousin, but what little he could see was the hints of..tentacles(?) and Zombimbo's terrified face before she exploded into confetti.

"Okay…that actually freaked me out" Ben said, flinching as Scream Queen turned to face him.

Seeing him flinch she floated over to his side, her eye dimming in disappointment "Did I frighten you? Please..don't be afraid of me" she begged, Ben feeling like a real jerk for upsetting her.

Still kneeling, Ben took hold of one of her hands causing her to blush beneath her hood "I'm sorry, that was a little freaky but…I'm not scared of you." he smiled comfortingly up at her "I know you wouldn't hurt me"

As Scream Queen sighed happily Gwen finally began to stir, opening her eyes she was greeted by the sight of Ben on one knee holding a swooning Scream Queen's hand.

Had she been fully awake she might have thought about her words more, unfortunately her disorientated state led her to blurt out…

"Oh god, please tell me you're not actually proposing!"

-Non Canon Omake-

Inside of the Chaquetrix the 'heroes' were in a frenzy after Scream Queen's return.

"Oh my god! Oh my god!" Heart's Fire squeeled happily.

"W-what? So soon?! I-I wasn't prepared for this!" Armizon stammered, while XLR8 checked her reflection in Crystal Knight's arm, (much to her annoyance)

"Ok so obviously I'LL accept on our behalf and.." Cerebra began, only for Stingwing to buzz her wings.

"Why should it be you?" she questioned, Cerebra now very aware of everyone's stares.

"Yeah if anything it should be me!" Heart's Fire smirked "I was his 'first' after all"

"That doesn't mean anything, he took me out on a date first!" Ripjaws shot back.

"(growl) Said he..liked my..licks" Wild-Gal cut in smugly.

"You bit-" Scream Queen snarled, throwing herself at the feral 'hero' as the rest quickly devolved into an all out brawl.

Outside the watch, Ben noticed it flashing erratically.

"Oh great, dumb thing's on the fritz again" he grumbled, unaware of the battle royale going on within.