In the darkness of the boardwalk, as colorful lights flickered above in the carnival, two thieves frantically rowed a getaway boat, their laughter echoing through the empty docks.
"Ha ha! Hitting that yacht was a piece of cake! We're gonna be rich!" declared the first thief, shaking the sack full of stolen jewels.
They laughed carefreely, but the water beside the boat began to bubble. Thief #1 leaned over, intrigued, only to be met by a pair of glowing, menacing eyes. Before he could scream, a scaly arm emerged, yanking him into the water with a deafening splash. Thief #2 turned just in time to see his partner's hat floating on the surface.
Before he could react, the imposing figure of Ripjaws rose from the water, his sharp teeth glistening under the moonlight. The thief screamed in terror and scrambled up a rickety ladder back to the dock, stumbling over his own feet.
Ripjaws dove again, swimming beneath as the thief ran down the dock. When the thief stopped, breathless, beside a hot dog cart, Ripjaws burst from the water in a liquid tornado, landing with a thunderous crash.
"Going somewhere?" Ripjaws growled, his claws gleaming.
The thief backed away in panic until he bumped into the cart, which wobbled dangerously. With a quick glance, he noticed the fuel tank and loose wires on the cart. "Time to fry a fish!" he shouted, shoving the cart toward Ripjaws. The tank fell, spilling fuel, and a spark ignited the liquid, surrounding Ripjaws in flames.
Ripjaws choked, his gills struggling for air. "Water... I need water!" He used all his strength to punch through the wooden dock, crashing back into the water below. Replenished, he returned in full force, smashing through the dock beneath the thief and launching him high into the air—straight into a stack of carnival game cans, knocking them all over.
As the thief groaned in pain among the scattered cans, Ripjaws climbed back onto the dock. "Rough day for fishing, huh?" he taunted, hands on his hips.
Minutes later, the police arrived, cuffing both thieves and shoving them into the patrol car. The police chief walked up to Ripjaws, visibly impressed.
"I gotta admit, I don't care what people say. You circus freaks are alright by me!" he declared with a grin.
Ripjaws blinked, confused. "Circus freak? I'm not a circus freak. I'm a superhero!"
With a majestic leap, he dived back into the water, vanishing like a predator into the depths.
The police chief watched the surface settle and muttered to himself, "Huh, still looked like a freak to me..."
The Rustbucket rattled along the city's uneven roads, the sound of rubber against asphalt filling the tense silence. Gwen sat at the makeshift table in the RV, flipping through the spellbook, trying to understand how magic worked, while Ben, in his Diamondhead form, was up front. He had decided to use his time "creatively," shaping crystal statues with his powers.
"Check this out, Gwen!" he shouted proudly, pointing at a lopsided statue that looked more like a deformed poodle. "It's alien art."
Gwen let out a muffled laugh. "Alien art or recycled junk?"
Diamondhead frowned. "You're just jealous because you don't have the magic touch. Admit it."
"Oh, please, Ben, this is pure technique," Gwen replied, focusing on the book's symbols. As she read, her hand accidentally made the wrong gestures, triggering a magical beam. The blast ricocheted off one of the crystal statues and shot back toward Gwen, hitting her notebook and causing a small puff of smoke.
"Oops!" Gwen coughed, waving the air. "You okay over there?"
"That was way too close!" Diamondhead exclaimed, turning to her. "Are you trying to take out the greatest crystal artist in the galaxy?"
"Greatest artist? That thing looks like a rabbit... or maybe a toaster."
Gwen shook her head, biting her lip to hide her laughter. Still focused on the book, she tried another move, but this time the beam was stronger, shooting straight at Diamondhead. This time, the crystal gleamed and reflected the blast, hitting the glowing ridge on his shoulder. Diamondhead looked at the spot and suddenly burst into laughter.
"That was... that was amazing!" he said, laughing. "You just gave me extra shine! Look at me now—I'm Diamondhead Deluxe!"
The Omnitrix on his chest started beeping. "Oh, great, and just when my crystal artist career was taking off." He transformed back into his human form, still chuckling.
Gwen rolled her eyes, clearly annoyed. "See? This is why spellcasting is serious work. And you just get in the way."
Slamming the book shut, she sighed and glanced out the window. "At least there's something more interesting outside."
She noticed the glowing sign slowly passing by the RV. Zombozo's Traveling Circus of Laughs.
"Cool!" she said excitedly, squinting to read it better.
Ben, still standing with his arms crossed and a smirk on his lips, flinched at the name. "Ugh, Zombozo? Circuses are for kids... So childish."
Max glanced at the poster through the window while driving. "Ah, I haven't been to a circus since I was a kid. Looks like fun! What do you guys think?"
"I love the circus!" Gwen responded enthusiastically.
Ben scoffed. "That's because you belong in one."
"Ben..." Max warned, glancing at him through the rearview mirror.
"No, seriously! Circuses are for little kids. Who cares about jugglers and... I don't know, monkeys with hats?"
Gwen crossed her arms. "Uh, hello? What are we? Middle-aged retirees?"
"Besides," Ben yawned dramatically, "it's way too late for this stuff."
Max checked the dashboard clock and raised an eyebrow. "Ben, it's 11 in the morning. Not even close to late."
Ben huffed. "Okay, you know what? Whatever. If you guys want to go to some dumb circus, fine. Just don't expect me to have fun."
Max and Gwen exchanged a look, both noticing Ben's irritated tone. He was clearly hiding something, and Max was sure that, in time, the truth would come out.
A massive, colorful tent stood in the middle of the city park, looking like something straight out of a cartoon. Families, couples, and even a few lone wanderers filled the area, all eager for the spectacle. Laughter and excited chatter echoed everywhere, but Ben remained tense, his eyes scanning the posters that covered every surface around them.
The posters displayed the grotesque face of a clown—Zombozo—with his fiery red hair, sinister grin, and hollow eyes. Every time Ben passed one, he had the unsettling feeling that the clown's eyes were following him.
"Wow, looks like the whole town came to see the show," Max said, clearly excited.
"Yeah, this is amazing!" Gwen exclaimed, admiring the crowd.
Ben, on the other hand, kept glancing around as if expecting something terrible to happen at any moment. "You know, it's probably already sold out," he said, trying to sound casual. "We're just wasting our time here."
Before anyone could respond, a bright light illuminated the center of the park, drawing everyone's attention. A small ringmaster, dressed in an extravagant jacket and a tall hat, appeared on an elevated platform.
"Ladies and gentlemen, boys and girls!" he shouted, his voice echoing across the area. "Prepare yourselves for a spectacle like no other! Now, presenting… the wonders of our circus! First, the brute force of nature! He's stronger than any man and tougher than any machine… Thumbskull!"
A hulking man with pale skin and a grotesque bump resembling a fingernail on the top of his head stepped onto the stage, casually carrying a metal bar over his shoulder. He smirked wickedly at the crowd before placing the bar behind his head and bending it effortlessly, as if it were made of rubber.
"Wow!" Max exclaimed, clapping along with the rest of the audience.
As Thumbskull tossed the twisted bar into the air, an orange tentacle slithered down from above, catching it midair. It belonged to a pale woman with long hair that was, in fact, alive.
"And now, ladies and gentlemen, the woman whose hair has a mind of its own… Frightwig!" the ringmaster announced.
Frightwig smirked smugly and used her tentacles to twist the bar even further, shaping it into a perfect pretzel before setting it down on an anvil on stage.
"This is incredible!" Gwen said, fascinated.
Ben, however, looked even more uneasy. "Incredible? This is disgusting," he muttered to himself.
The ringmaster then pointed toward a shadowy figure emerging from the darkness. He was thin, with gray skin and unsettling red eyes. A mask covering his mouth was removed, revealing yellowed teeth and swollen, green gums.
"And last but certainly not least," the ringmaster announced, "the man whose breath can melt steel… Acid Breath!"
The audience gasped in horror as Acid Breath exhaled a green mist over the anvil, instantly melting it into a puddle of liquid metal. Gwen turned away, pinching her nose. "That is absolutely disgusting!"
Seizing the chance to escape, Ben took advantage of the distraction. He slowly backed away from the crowd, slipping into the darker areas of the circus. Turning a corner, he found a small tent with a sign that read "No Entry." Light shone through the gaps in the curtains, and curiosity got the better of him.
Peeking inside, Ben froze in terror.
Inside, Zombozo sat in front of a mirror, rehearsing his lines.
"H-h-howdy, folks!" Zombozo said in an exaggerated, mocking tone. "Are you ready to laugh? Because I'm ready to kill you... with laughter."
He placed his hat on his head and grinned at the mirror, his grotesquely long, forked tongue sliding out as he let out a maniacal laugh.
Ben stumbled backward, his heart pounding. He bumped straight into Gwen, who caught him off guard.
"Hey! What are you doing here?" she asked, frowning.
"Don't do that!" Ben yelped, clutching his chest, trying to regain his composure.
"What's your problem?" Gwen asked, crossing her arms. "You've been acting weird ever since we decided to come to the circus. What are you afraid of?"
"I'm not afraid of anything!" Ben shot back quickly, but he avoided eye contact.
Before she could press him further, Max called out to them. "Hey, you two, the main show is starting!"
Gwen gave Ben a suspicious look but moved on. "After you," she said, gesturing for him to lead.
Reluctantly, Ben walked toward the main arena, knowing that something terrible was about to happen.Inside the enormous tent, the crowd was ecstatic, laughing and applauding every move of the ringmaster, who seemed to orchestrate the spectacle like a maestro conducting a symphony of chaos.
"Ladies and gentlemen! Children of all ages!" the ringmaster bellowed, his voice echoing beneath the canvas ceiling. "The Circus of Laughter proudly presents… The Sultan of Smiles! The Crown Prince of Chuckles! The one who makes even the hardest hearts burst with joy! The star of our show: Zombozo the Clown!"
A tiny clown car emerged from a side entrance, swaying from side to side as if it were about to topple over. It skidded dramatically to the center of the arena, screeching to a halt. The crowd erupted in applause and laughter.
With a triumphant clash of cymbals, Zombozo stepped out of the car. He was much larger than expected, almost grotesque in proportion, his imposing presence filling the center of the stage. He gave an exaggerated bow to the audience, and the spectators responded with even louder laughter.
Ben, however, sat stiffly in his seat, unable to tear his eyes away from the terrifying figure. Zombozo's wide, unsettling grin seemed to be stamped into his mind like a vivid nightmare.
Suddenly, the clown car spun on its wheels as if coming to life, positioning itself directly in front of Zombozo. The clown paused dramatically, feigning surprise, before pulling a bright red cape from his sleeve. He held it up like a matador challenging a bull.
The car revved its engine and charged at Zombozo, its motor roaring. Just as it was about to pass through the cape, it exploded into a shower of colorful confetti. The audience erupted in wild laughter.
"If you love clowns, then this is the place to be!" Zombozo declared, turning to reveal a strange, menacing machine that had appeared behind him. Its doors glowed with a phosphorescent blue light, emitting a low, steady hum. "You're going to die… laughing! That's a Zombozo guarantee!"
The words made Ben shudder. He quickly stood up, trying to disguise his unease. "I'll… I'll go get some popcorn!" he said, rushing out of the bleachers.
Max glanced at Gwen, confused. "Is Ben okay?"
"You're asking me?" Gwen replied, shrugging. "I stopped trying to understand him a long time ago. But he's acting even weirder than usual."
Meanwhile, Zombozo had recaptured the audience's attention. "I've never been very good at math," he began with a devilish grin, "but I believe I now have your undivided attention!" He punctuated the remark with a quick xylophone jingle, drawing more laughter from the crowd.
"Now, how about some volunteers?" he asked, his hollow eyes slowly scanning the audience. His words carried an odd tension, a sinister layer hidden beneath his cheerful tone.
Gwen, like everyone around her, was laughing uncontrollably, but Ben felt more distant than ever. He didn't just want to leave; he felt like he had to leave. Something about Zombozo and the machine behind him filled him with a deep, inescapable sense of dread.
Zombozo leaned forward slightly, watching the crowd closely as he murmured to himself, "Ah, so full of life… for now."
Ben ran nonstop, leaving the circus further and further behind until he finally leaned against a wall, trying to catch his breath.
"There's nothing funny about clowns!" he muttered to himself. "Why did I watch IT before bed all those years ago?!"
A sharp sound of shattering glass echoed down the street, snapping him out of his thoughts. Instinctively, he ducked behind a parked car, peeking over the hood. Familiar figures emerged under the streetlight—Thumbskull, Acid Breath, and Frightwig—right in the middle of a crime spree. The trio looked completely at ease, looting the street like it was an all-you-can-eat buffet.
Inside the jewelry store, Thumbskull loaded his arms with shiny bracelets and watches, while Acid Breath, outside, melted the roof of a car to rip out the stereo. Farther ahead, Frightwig used her hair to smash through the brick wall of an ATM, yanking the machine out with absurd strength.
"Payday, boys!" she cackled as bills scattered across the ground.
"Wow, looks like these freaks don't just scare people—they rob them too!" Ben quipped, activating the Omnitrix. With a quick turn, the green light illuminated the street, and within seconds, his human form was replaced by the muscular and feral Wildmutt. Without hesitation, the beast leaped onto a car, shaking it violently on impact and leaving a trail of drool across the hood.
Thumbskull, carrying two flat-screen TVs, froze at the sight of the creature. "Uh… good doggy… stay right there, okay?"
The response came with a pounce. Wildmutt tackled him like a ragdoll, sending him crashing into a pile of boxes. Wasting no time, the beast lunged at the other two. Acid Breath tried to react, but Wildmutt struck him down before he could unleash his corrosive breath. Frightwig, on the other hand, attempted to grab him with her hair but ended up being dragged across the pavement, screaming in frustration as her strands tangled around a fire hydrant.
"Hey, that mutt is stealing our loot!" Thumbskull complained, staggering to his feet.
"I'm not losing to a mangy dog!" Acid Breath growled, taking a deep breath to release his toxic fumes.
Wildmutt leaped away at the last second as the car the villains were standing near melted like butter in the sun. With one final bound, he landed right in the middle of the trio, growling ferociously.
Acid Breath, now visibly frustrated, turned to Thumbskull. "Are you just gonna stand there like an idiot? Call the boss!"
Inside the grand tent, the lights danced in vibrant colors, keeping rhythm with the sound of hypnotized laughter. The audience, under Zombozo's control, laughed endlessly, even though no jokes were being told. He floated across the stage, feeding off the collective laughter like a sinister predator.
"Ah, they say laughter is the best medicine! For me, of course!" he said, flashing his unsettling grin.
Thumbskull came rushing in from the side, abruptly interrupting the show. "Boss... we have a problem."
Zombozo slowly turned, his gaze filled with disapproval. "How many times have I told you not to interrupt me while I'm... feeding?"
Without waiting for an answer, he snapped his fingers and descended to the ground, his cane vanishing into the smoke. "What's going on out there?"
"Uh… it's a giant dog, boss. And it's wiping the floor with us."
"A dog? Seriously? How depressing..." he muttered, already making his way toward the exit.
Outside, the battle raged on. Wildmutt dominated Frightwig and Acid Breath, using his agility and strength to keep them down. But in the blink of an eye, everything changed. An explosion of smoke and confetti announced Zombozo's arrival, now face-to-face with the beast.
"Ah, so you're the big bad dog?" he said with a crooked grin. "Let's see if you know how to play 'dead.'"
Before Wildmutt could react, a powerful kick sent him crashing into a metal tower. The structure wobbled dangerously as Zombozo gestured to his henchmen. "Bring it down and finish the job!"
Acid Breath melted one of the supports, while Frightwig yanked another with her hair, and Thumbskull delivered a brutal strike. The tower collapsed, burying Wildmutt under a heap of rubble.
"That was way too easy," Thumbskull mocked, kicking a brick. "Guess the mutt's done for."
Zombozo turned to his crew. "Enough fooling around. Let's get back to the circus. We still have plenty of fun ahead!"
They vanished into the darkness, leaving the street in silence.
Beneath the pile of concrete and metal, a faint green glow pulsed. Wildmutt, badly injured, used his last bit of strength to crawl free. His paws trembled, and he let out weak whimpers of pain as he struggled to break free.
At last, he managed to pull himself from the wreckage, only to collapse immediately after. The Omnitrix flashed, reverting him back to Ben. Exhausted but miraculously unharmed, he groaned:
"Ugh… that was too much even for me…"
He passed out right there, alone in the darkness, as the distant sounds of the circus still echoed far away.
Ben didn't know how long he had been out, but when he woke up and ran back to the event site, the circus seemed to have left some time ago. However, there were still people lingering in the parking lot. They wandered around aimlessly, their eyes glazed over, with small, sad laughs escaping their lips.
Ben scanned the lot and spotted his grandfather sitting on the curb in a similar state—distant eyes and weak chuckles.
"Grandpa?" Ben called out, worried, as he ran over. He shook the old man, trying to snap him back to reality. "What happened?"
"Oh... oh, Ben," Max said with a faint laugh. "Where have you been?"
"Where have I been? Where did the circus go?"
"Ah... uh... I'm not so sure," Max replied, his focus wavering. "I remember us laughing... It was so funny."
"Grandpa, are you okay?" Ben asked, concerned. He had never seen his grandfather so drained before.
"I just feel kind of sad, that's all," Max said, shaking his head.
Ben looked around, trying to make sense of the situation. "Where's Gwen?"
Meanwhile, on the road, the truck swayed gently as it rolled over potholes along the uneven path. Inside the cabin, Zombozo cackled to himself, each laugh more shrill than the last.
"Ah, guys, another town, another show… and more happiness for my collection," he murmured, clasping his hands together in satisfaction.
Thumbskull, keeping his eyes on the road, forced a nervous smile. "Yeah, boss. We're gonna wreak havoc there too."
Zombozo arched an eyebrow and glanced at his clumsy underling. "Did you pack me a snack for the road? I don't want a repeat of last time… you know, when I had to improvise."
The big guy swallowed hard, letting out a tense chuckle. "Of course, boss. It's right here." He reached over and yanked open the curtain behind the driver's seat.
On the other side, the scene was as bizarre as Zombozo could have hoped for.
Six children sat on the floor of the truck, huddled together like broken puppets, laughing uncontrollably. The sound of their giggles echoed through the cramped space, but their eyes told a different story. They were red and teary, a mix of exhaustion and despair—among them, Gwen.
Zombozo leaned forward, rubbing his hands together like a cartoon villain. "Ah, how I love this sound… pure ecstasy, pure joy… This is wonderful. I can't wait for the next show."
Frightwig responded with a mix of pride and unease. "They're gonna love it, boss. The audience always does."
The Rust Bucket rumbled down the uneven road, its tires bouncing over loose stones as Ben struggled to keep his composure. Sitting beside Max, he restlessly watched the passing landscape, though his mind was elsewhere.
"Zombozo must've turned the show into a nightmare," Ben said, clenching his fists. "While his goons robbed everyone, he took Gwen. But why? What does he want with her?"
Max, his face weary and his leg bandaged, kept a firm grip on the wheel. "I don't know, Ben. But trust me, we're going to put an end to that clown."
Ben tried to smile, but his unease was evident. "Yeah… We'll take him down."
Max glanced at Ben, noticing the hesitation in his voice. "Something else is bothering you, kid. Want to talk about it?"
Ben looked away, hesitating. After a long pause, he murmured, "Promise you won't laugh?"
Max nodded, curious.
Ben took a deep breath. "I… I'm afraid of clowns." He paused, swallowing hard before continuing. "Ever since I was a kid. They're just… wrong, you know? No matter how much I try, I freeze just looking at them. It's ridiculous, I know. Guess I'm just a loser."
Max let out a short chuckle, but his voice carried understanding. "Ben, no one is invincible. Fear is natural—it's your body's way of trying to protect you. Anyone who says they're not afraid of anything is either lying… or an idiot."
Ben lifted his head, meeting his grandfather's gaze.
Max continued, "Courage isn't about not being afraid. It's about acting despite it."
Ben seemed to take in the words, but before he could respond, Max groaned, his head slumping against the wheel.
"Grandpa!" Ben shouted, alarmed.
The Rust Bucket veered out of control, gaining speed as it hurtled toward a cliff. Ben grabbed the wheel, but he quickly realized he couldn't keep it steady.
"This can't be happening!" His trembling fingers spun the Omnitrix dial frantically until he found Upgrade's silhouette.
"You're my best shot now," he muttered, slamming down the watch.
In a flash of green, Ben transformed into Upgrade, his liquid-metal form immediately merging with the trailer's systems.
"Alright, Rust Bucket, show me what you've got!" he said as glowing lines pulsed across the dashboard.
The vehicle responded instantly—brakes engaged with precision, the wheel turned to avoid trees and rocks. Finally, the Rust Bucket screeched to a halt just meters from the cliff's edge.
"Phew… That was way too close," Upgrade said, his voice distorted by his alien form.
Still connected to the system, he adjusted the driver's seat, reshaping it into an improvised stretcher. Max was gently reclined back, sensors activating around him.
"Grandpa, can you hear me? What happened at the circus?" Upgrade asked, concern heavy in his tone.
Max's eyes opened slowly, his voice weak and drained. "Ben… he stole more than money. He stole our happiness. It was like… like our spirits were being pulled out of us. He drained them into a machine."
Upgrade's metallic face tensed. "And he has Gwen… Hold on, Grandpa. I'm getting her back. No matter what it takes…"
Max nodded, his expression showing his faith in Ben.
"You're stronger than you think, kid," Max added, forcing the words out. "A piece of advice… The easiest way to beat a fear… is to face it with something bigger."
With that, Max lost consciousness again, his breathing steady but weak.
"I'm getting you out of this, Grandpa. And I'm saving Gwen," Upgrade said, adjusting the sensors and activating the trailer's external antennas. He reprogrammed the system to track Zombozo's machine, his eyes glowing with determination.
"Let's give this some turbo," he muttered, modifying the Rust Bucket's engine. Improvised thrusters emerged from the back, igniting with green flames.
"Hold tight, Zombozo. I'm coming for you," Upgrade declared as the Rust Bucket roared down the road at full speed.
"We're here," Upgrade said through the trailer's digital interface.
Ahead, flashing lights and an eerie soundtrack echoed from the remnants of Zombozo's traveling circus. The trailer screeched to a halt, and Upgrade assessed the situation.
"Time to think big," he declared as energy lines coursed through the vehicle.
The Rust Bucket erupted into motion. Metal plates unfolded, wheels retracted, and robotic arms emerged from the sides. The front of the trailer split open, revealing a sturdy torso emblazoned with the Omnitrix symbol, glowing like a flame. Within seconds, the vehicle had transformed into a towering giant robot.
Inside the circus, the shriek of twisting metal and the heavy thud of robotic footsteps caught the attention of the Circus Freaks. Frightwig was the first to react, her hair writhing like snakes.
"What the hell is that?!" she screamed, eyes wide.
Upgrade didn't give them time for questions. He surged forward like a titan, smashing through a side tent and sending crates and equipment flying. Thumbskull roared and charged at the robot, only to be met with a devastating punch that sent him crashing into a stack of barrels, which exploded into splinters on impact.
"I don't have time for freaks like you," Upgrade declared, his voice amplified by the sound system, echoing through the circus like thunder.
Frightwig recovered quickly, lashing at the robot with her hair, searching for a weak point. The strands wrapped around Upgrade's mechanical arm, but he responded coldly, yanking her with immense force. She was flung through the air, landing hard with a dazed groan.
Acid Breath slithered out of the shadows, spitting his corrosive substance at the robot's leg. The sizzling green liquid hissed upon contact, but Upgrade swiftly adapted his structure, rendering it resistant to acid.
"That all you got?" Upgrade mocked, advancing. With a swift motion, he grabbed Acid Breath by the collar, hoisting him up like a broken toy.
"Where are the kidnapped kids?" Upgrade growled, pulling the villain closer to his metallic face.
"S-She's... in the main tent... with Zombozo," Acid Breath stammered, shaking in fear.
"Good," Upgrade replied before spinning and hurling him like a projectile straight into Frightwig, who was struggling to get up. The two crashed together with a loud thud, collapsing into unconsciousness.
With the Circus Freaks neutralized, the robot began to dismantle itself, plates and components retracting back into the Rust Bucket 2. Ben emerged from the cabin, panting, the Omnitrix on his wrist blinking red.
"No time to wait," he muttered to himself, adjusting the watch. He sprinted toward the circus entrance, where the darkness loomed even more ominously.
As he reached the entrance of the main tent, he hesitated for a moment.
"You got this, Ben. He's just a clown… with a blue nose and big shoes. Nothing you can't handle," he murmured, trying to steady his racing heart.
Taking a deep breath, he pushed aside the tent flap and disappeared into the darkness.
Ben stepped inside, his heart pounding as if it wanted to escape his chest. The air was thick, almost suffocating, with the only light coming from dim, flickering spotlights. Each step echoed ominously, but he pressed on, ignoring the shiver crawling up his spine. He was determined to face whatever was waiting for him.
Zombozo's maniacal laughter reverberated through the air, growing louder as Ben moved deeper into the tent. Ahead, a figure loomed—but as Ben got closer, he realized it was only his reflection in a filthy, warped mirror. He flinched, inhaling sharply as fear flickered across his face.
"Ugh, great. Now you're scared of your own reflection," he muttered, trying to suppress the shake in his voice.
Ben continued forward through a narrow corridor filled with distorted mirrors. The reflections twisted and stretched his image like something out of a surreal nightmare. With every step, it felt as though reality was bending around him, as if the space itself couldn't be trusted. Then, a high-pitched cackle echoed, freezing him in place.
"Hiya, kiddo!" Zombozo's voice sliced through the air like a knife. "Something tells me you're gonna be a real hoot!"
The mirrors began to glow with eerie, multicolored hues. Every reflection of Ben morphed into Zombozo's grinning face, surrounding him with grotesque smiles and burning, sinister eyes.
"Hey there, Mr. Serious! How about a… SMILE?" Zombozo sneered, his deranged laughter filling the tent.
Ben ran, but the labyrinth of distorted reflections seemed endless. He stumbled and fell, sliding down an inclined surface that dropped him into a vast, empty space. As he scrambled to his feet, his eyes locked onto Zombozo, standing at the center of the tent, exuding an aura of absolute terror.
Ben tried to stay calm, but the sight of the glowing spheres embedded in Zombozo's hat and clothing made his stomach churn. Within each orb, ghostly figures writhed and whimpered—trapped souls in endless torment.
"Don't tell me you're scared of little old Zombozo," the clown taunted, stepping closer with a wicked grin.
Ben dropped to his knees, his hands trembling as he struggled to process what he was seeing. "What do you want?" he asked, his voice barely a whisper.
With a dramatic flourish, Zombozo snapped his fingers, revealing a massive machine at the back of the tent. The device pulsed with eerie energy, cables stretching from it to Zombozo's back. He hovered in the air, spinning gleefully as he cackled.
"Oh, just what every clown wants—to make people laugh… and then drain them dry of every last drop of joy!" Zombozo declared, twirling midair.
"I want my cousin back!" Ben demanded.
"Cousin?" Zombozo leaned forward, practically spitting the word in Ben's face. "Oh, haven't you heard? She ran away with the circus!"
A spotlight flickered on, illuminating Gwen's lifeless form.
Ben didn't waste a second. He bolted toward her, ignoring Zombozo's taunts.
"That your little cousin? She was a real feast!" the clown jeered.
Dropping to his knees beside her, Ben placed his hands on her shoulders, gently shaking her.
"Gwen? Gwen! Please, say something!" His voice cracked with desperation.
Her eyes fluttered open, but they were dull, unfocused. A weak, involuntary smile lingered on her lips as a faint giggle escaped. "B-Ben? Hehehe…"
Ben froze.
For a moment, his mind went blank. The sight of his cousin in that state hit him like a freight train. Tears welled up in his eyes, but they weren't from fear or sadness. Something inside him snapped, like a chain breaking under immense pressure. The fear that had gripped him moments ago evaporated, replaced by something far more potent—pure, unrelenting fury.
Slowly, he rose to his feet, fists clenched, his breaths heavy and ragged. The Omnitrix on his wrist pulsed with a bright green glow, signaling its readiness.
Zombozo cackled, oblivious to the shift in Ben's demeanor. "Ah, finally! A little backbone! Let's see how long that lasts, kiddo!"
Ben didn't reply. Instead, he locked eyes with Zombozo, his expression seething with unwavering determination and rage.
"You think you're funny?" he muttered, his voice dangerously low.
"Well…" Ben narrowed his eyes, his thumb hovering over the Omnitrix dial.
"I'm about to have the last laugh."
With a determined motion, he pressed the Omnitrix's core, and in a flash of green light, his body transformed. When the light dissipated, Ghostfreak stood before Zombozo, floating with an air of menace. The clown recoiled for a moment but quickly shook his head, trying to maintain his confidence.
"Nice trick, kid, but I've seen worse. You don't scare me!"
Ghostfreak's voice was cold and raspy, reverberating like a sinister echo. "I just found something that scares me more than you—losing my family to an emotion-sucking vampire."
Without warning, Ghostfreak lunged, vanishing into thin air and reappearing right in front of Zombozo. "And I won't let that happen!"
With a swift motion, he tried to grab the clown, but Zombozo stepped back and cackled.
"Oh, so the ghost boy wants to play for real now?" Zombozo taunted, his voice dripping with sarcasm. "Well, let me tell you something before you go trying to be a hero."
He gestured dramatically, and a red glow pulsed from the machine behind him. "Your cousin… Gwen, isn't it? What a delicious soul. I've never tasted anything quite so… unique. It was like devouring a ray of sunshine on a cloudy day."
Ghostfreak froze for a moment, his expression shifting to something between rage and horror.
"You're lying," he said, his voice darker, more threatening.
"Lying?" Zombozo mocked, tilting his head with a twisted grin. "Oh, kid, look at me. I'm stronger than ever! Your cousin was a real treat. And you know what's even better? You'll make the perfect dessert."
Ghostfreak growled and lunged again, this time with claws extended. He slashed through the air where Zombozo had been, but the clown vanished, leaving behind laughter that echoed from all directions.
"Thought it'd be that easy?" Zombozo's voice rang through the room, and suddenly, multiple versions of him appeared around Ghostfreak. "Here I am! And here! Which one is the real me, ghost boy? Go on, guess!"
Ghostfreak spun around, trying to locate the true Zombozo, but before he could strike, an invisible fist slammed into him, sending him crashing into the wall. He tried to get up, but another blow hit his abdomen, followed by one to his face.
"Ah, this feeling! It's so good to be in control," Zombozo laughed as the clones surrounded Ghostfreak, all laughing in unison. "You're so weak, kid. Maybe I should just end this now and devour your soul."
Ghostfreak attempted to fight back, dematerializing into mist and reappearing behind one of the clones, but when he attacked, his hand passed right through it like a mirage. Another clone emerged behind him, grabbing him and slamming him to the ground with force.
"Having fun?" Zombozo asked, appearing again, now floating in the air with the help of his telekinesis. He extended his hand, and Ghostfreak was lifted, his limbs bound by an invisible force. "Because I'm loving it! This feeling of absolute power… Ah, you really should thank your cousin for this. I've never felt so alive!"
The lights flickered once more, and Zombozo used his telekinesis to slam Ghostfreak into the floor. Ghostfreak cried out in frustration, struggling to break free, but he was continuously overwhelmed by the invisible blows and illusions clouding his mind.
"You don't stand a chance," Zombozo continued, descending to the ground and walking toward Ghostfreak. "I'm the master here. And you? Just another soul to be devoured. Come on, give me one last fight before you become part of me!"
Ghostfreak, breathing heavily, tried to rise once more. His rage grew with every taunt, and the purple glow in his body began to pulse.
"You talk too much," he snarled, his voice now deeper and laced with fury.
Suddenly, he grabbed his own chest, pulling forcefully as the purple energy surged. A shockwave engulfed the room, and Ghostfreak began to tear away his outer skin, revealing the horrifying form beneath.
The clones vanished instantly, and for the first time, Zombozo stepped back, his confident expression replaced with one of shock.
"What the…?" Zombozo began, but Ghostfreak was already moving.
With a furious screech, Ghostfreak lunged, his true form now illuminated by the sparks of the shattered machine. His tendrils extended like serpents, crushing everything in his path as he charged at Zombozo.
Zombozo tried to fight back, flinging objects at Ghostfreak—broken machine parts, shards of glass, debris, even confetti—but everything passed harmlessly through his intangible body.
"You don't get it, clown…" Ghostfreak said, his voice reverberating menacingly. "I am the nightmare that even lost souls fear to face."
Zombozo, now visibly panicked, attempted to conjure more illusions, but Ghostfreak ignored them, focusing on the real Zombozo, who was backing away. "Don't tell me you're afraid of little old Ghostfreak," he mocked, extending a translucent tendril that wrapped around Zombozo's ankle, pulling him closer.
"P-please, no more!" Zombozo stammered, struggling to break free.
Ghostfreak ignored his pleas and, with a violent motion, lifted Zombozo by the throat, smashing him against the pulsating machine. The impact was devastating, cracking the structure and unleashing a wave of ghostly energy. A deafening wail filled the air as the captured souls were freed, their glowing forms escaping and disappearing.
Zombozo let out an agonized scream as his lifeforce drained along with the collapsing machine. He tried to crawl away, but Ghostfreak advanced slowly, his steps echoing like a countdown to doom.
"What's the rush, Zombozo?" Ghostfreak taunted, his claws glowing with eerie purple energy. "The fun is just getting started."
Desperate, Zombozo began to inflate like a balloon, his proportions becoming grotesque. He let out a high-pitched squeal as his body swelled more and more—until he burst into a cloud of confetti, accompanied by a honking noise.
Ghostfreak paused for a moment, watching the confetti slowly fall. Then, with a flick of his hand, a purple aura shimmered, and the pieces of confetti reassembled, forming Zombozo once more—now trembling, more terrified than ever.
"You're not getting away that easily," Ghostfreak said, tilting his head with a disturbing grin. "We still have so much fun ahead of us."
The remaining lights flickered out, one by one, until darkness swallowed the room entirely. Only Zombozo's screams could be heard, interspersed with the sound of claws tearing.
Then, silence.
Ghostfreak emerged from the shadows, his skeletal grin still stretched across his face. He looked at the destruction around him, admiring his work.
Suddenly, the Omnitrix beeped red, its glow piercing through the darkness. Ghostfreak growled in frustration. "Always so little time in control," he muttered as green light enveloped him.
When the transformation ended, Ben collapsed onto his knees, gasping for air. He looked around, his eyes wide. "This is… horrible," he murmured, nearly retching at the horrific scene he had created.
Zombozo lay in shambles in the corner, a mere shadow of what he once was. Ben took a deep breath, trying to steady himself. "Well, you deserved it, after what you did to Gwen…"
Then, the memory of his cousin hit him like a punch to the gut.
"Gwen!" he exclaimed, quickly getting to his feet.
Scanning the darkened room, Ben spotted Gwen's unconscious form against the wall. Her skin was pale, and she looked exhausted, as if the weight of the world had drained her energy. Without hesitation, he ran to her.
"Gwen, are you okay?" he asked, gently shaking her shoulders.
She slowly opened her eyes, exhaustion evident in her expression. "Ben… Are you okay? Zombozo…"
"He's done for," Ben assured her, trying to smile. "Thanks to Ghostfreak… he'll never mess with us again."
Gwen tried to stand, but her legs gave out. Ben caught her quickly, placing her arm around his shoulders. "Hey, take it easy. I got you."
"You're gonna carry me?" she murmured with a weak smile.
"Well, I'm the hero here, remember?" Ben joked, though concern still lingered in his eyes.
Carefully, he lifted her onto his back. Gwen rested her head against his shoulder, looking fragile under the dim light.
"Did you get the popcorn?" she whispered.
Ben let out a short laugh as he walked toward the exit. "The line was too long. I'll make it up to you next time, promise."
The "FBI" vehicles were parked around the circus tents, their rotating lights illuminating the area. Some agents were finishing up their work, talking in small groups while carrying equipment. One of them approached Max, holding a tablet with reports.
"We've finished capturing Zombozo's accomplices," the agent informed. "His remains and the machine have already been stored in our secure facility for analysis. No evidence was left at the park."
Max nodded, keeping a serious expression. "Good work. Make sure everything is kept secure. We don't want any surprises in the future."
"Yes, sir." The agent gave a respectful nod before walking away, joining the rest of the team and getting into one of the cars, which soon left the scene.
Max took a deep breath and headed back to the Rust Bucket. As he opened the door, he heard Ben laughing.
"Gwen, cut it out!"
Inside, Gwen was holding a grotesque clown mask, using it to try and scare Ben, who was backing away with a mix of amusement and irritation.
"Come on, Ben! Don't tell me you're scared of this after everything that happened!"
"I'm not scared," Ben retorted, crossing his arms. "But that's in really bad taste, Gwen. It's not even funny."
Max chuckled lightly. "It's good to see you two getting your humor back. But, Ben, I need to talk to you."
Gwen let out a yawn, tossing the mask onto the couch. "Whatever it is, I'm out. I need to sleep... Today was a long day."
"Good night, Gwen," Max said as she made her way to the bunk bed and collapsed onto it with a sigh.
Max gestured for Ben to follow him, and the two stepped outside to the back of the Rust Bucket. The night sky was clear, stars shining brightly, offering a brief moment of peace after the chaotic events of the day.
Ben leaned against the side of the RV, arms crossed, eyes fixed on the ground. Max stood beside him, observing for a moment before breaking the silence.
"Do you want to tell me what's going on, Ben?" Max asked calmly.
Ben shook his head, looking away. "It's nothing. I'm fine."
Max raised an eyebrow. "You can try to hide it, but I know you, kid. Lying to me won't work."
Ben let out a deep sigh, finally lifting his head. "Fine… I… I'm not a hero, Grandpa."
Max frowned slightly but let Ben continue.
"Today, with Zombozo… I went too far. What I did to him—destroying that machine, scaring him like that—it wasn't something a hero would do. It was wrong." Ben took a shaky breath. "And the worst part is… I don't even care. I just wanted him to pay for what he did to Gwen, to me, to all those people."
Before Ben could sink further into guilt, Max raised a hand, stopping him.
"Enough, Ben," Max said firmly, though his voice remained understanding. "You can't torture yourself like this. What matters now isn't Zombozo. He was a monster, and you stopped him. What matters is how you feel about what happened."
Ben hesitated before answering, his voice quieter. "I feel awful, Grandpa. No matter how much he deserved it, I feel like I did something terrible."
Max placed a reassuring hand on Ben's shoulder, squeezing gently.
"Ben, being a hero doesn't mean you'll always make the perfect decision or that you won't make mistakes. What's important is that you recognize it. Maybe you did go further than necessary, but you did it because you care. And that's what matters to me."
Ben looked up at Max, the guilt in his eyes slowly giving way to a flicker of relief. "Are you saying… you're proud of me?"
Max smiled. "Even if your actions were questionable, your heart was in the right place. And yes, I am proud of you. But next time, you need to learn to control your anger. It can take you places you don't want to go."
Ben nodded slowly. "I'll try, Grandpa. I promise."
Max opened a small cooler he had brought and pulled out a cup filled with a thick, purple liquid. "Well, for now, how about a smoothie to help you relax?"
Ben took the cup, eyeing it suspiciously. "This looks disgusting..." He took a sip and immediately made a face. "And it is disgusting!"
Max laughed. "It's good for you."
Despite his initial complaint, Ben took another sip, still grimacing. "I still think you're testing me with these things."
The two laughed together, the tension of the moment fading. After a few minutes, Max stood up and patted Ben on the shoulder.
"Let's head back inside. Tomorrow's another day, and you're going to need your energy."
Ben smiled, following Max back into the Rust Bucket, where they got ready for bed, leaving behind the darkness of the night under the starry sky.