" So if you knew Kevin's Dad , why'd you do leave him ? " I ask him accusingly .

After explaining why I did what I did Grandpa Max and Gwen did not really have a leg to stand on.

I mean ,What are they going to say ? That I shouldn't help a young homeless superhuman ( half alien if you want to be specific ) who was on C.L.E.R.I.C's Plumber Database and needed help ?

Yeah, I honestly have more hero and maturity points here than Canon Ben ( or at this point Alternative Timeline Ben - I'm the only Ben Tennyson right now ).

Anyway, That's besides the point, I've always wondered. How could this great man leave a kid to fend for himself.

Grandpa turns around with a face full of remorse and regret.

" After Devin checked out , I checked up ... At the time he was being taken care of by his mother and stepfather ... I should have been there .... "

Now I feel bad.

{ Crisis Alert ! Crisis Alert ! Crisis Alert ! }

Before I could say anything, the alarm sounded off.

Guess it's hero time

At a boardwalk in the docks, two criminals try to escape in a rowboat. However, something pulls one overboard and that something is Ripjaws. Ripjaws chases the second crook from under the boardwalk, comes up onto it, and chases some more, but the criminal accidentally lights a fire, thinking he's trapped Ripjaws. Ripjaws is unable to breathe in the fire and doesn't want to waste a different transformation on a small time thug, so he punches through the boardwalk and comes up underneath the criminal and subdue him. The police arrest the criminal and Ripjaws jumps back into the water.

' Damn, I have add a breathing apparatus for Ripjaws when on land ' Ben thought.

Instantly the transformation mechamorph armour responds to my thoughts and permanently adds upon the requested equipment.

Huh , This stuff gets easier and easier .

" Zombozo's travelling circus, cool ! " Gwen shouts in jubilation.

" I haven't been to a circus since I was a kid, could be fun ", Grandpa Max says.

It could also be the distraction needed from all the seriousness right now, he thinks grimly .

While she and Max want to go , Ben appears to be distracted , finally, he concedes .

Seriously name a universe where a clown is a good guy.

Thought so .

Any clown I'm seeing can't be trusted and right now I don't remember any evil clowns in Ben 10 but I wouldn't be surprised. [1]

Ben's POV

" Step up , Come and see the stars of our circus ! " The Barker announces .

A barker introduces the trio of circus freaks:

" The fingernailless freak of nature , who's strength knows no bounds .... Thumbskull ! "

Thumbskull, who is extremely strong, was a hulking figure and his size often intimidates others. As his name implies, he has a giant toenail ( ???) on his otherwise bald forehead.

He bend a steel bar into a horse shoe on his neck .

He then throws it into the air for it to be grabbed by a long tentacle like hair.

" Next, we have Frightwig , when this beauty let's her hair out, there's no telling what it's going to do ."

Frightwig , a young woman with pale skin and black paint on her cheeks and the back of her head, who has red prehensile hair with ebony balls on the end, she wore a black tight-fitting jumpsuit with yellow stripes on the arms and had five orange-red tentacles on her head for hair . She also wears flat shoes and had olive green eyes.

She , unlike the rest of her crew was easy on the eyes .

Her her then bent it into a pretzel.

" And last but not least, the freak whose skills is as vile as his attitude ... Acid Breath ! "

Acid Breath ( One UGLY motherf.u.c.ker ) , who is , well , self-explanatory , has wrinkly, pale skin , has red eyes with different-sized pupils, and little bits of straight black hair poking out of the top of his head. Most of his teeth are missing and his gums were so bad they were green.

Green may be my favourite colour, probably due to who I reincarnated as , but .... nah man.

Naaaah.

through the fact that he projects acid out of his mouth.

I wander off , find a half opened tent and then , BAM , encounter so called Zombozo as seems to be rehearsing , a clown with red hair and pale skin. The jumpsuit he wears is striped purple and grey, matching his bow tie. He wears big black shoes, fingerless gloves, and a top hat.

" I'm gonna knock them dead ", He whispers before he starts l.i.c.k.i.n.g his lips with a long Venom like tongue .

He scared the shit out of me , his Pennywise shit just appearing out nowhere.

Of course this universe's clowns are like Pennywise ....

" What are you doing here ? "

" Ahh !"

What is with people sneaking up on me ?!

" DON'T DO THAT! " I hiss .

3rd POV

Gwen confronts Ben about his fear, but Ben denies being afraid.

" Ladies and Gentlemen, Children of all ages, I present to you, The Saltun of Smiles , The Crowned Prince of Chuckles , The Grin Tickler Himself, The Star of our Circus, Zombozo The Clown ! "

After a admittedly ( only a little bit ) amusing display of tomfoolery, everyone laughs as if it's a Chris Rock concert despite it being only being a little bit funny.

" If you like clowns , you'll DIE laughing, A Zombozo guarantee ! "

At the circus, everyone laughs at Zombozo, who is attached to a strange machine.

OK , I've got to end this shit. Now.

I excuse myself.

Outside of the circus.

I hear a crash and see the Circus Freaks robbing a store.

I knew that this shit was fishy .

The Circus Freaks begin to steal everything of value in sight and then some. I instantly transform into Wildmutt to stop them. Then see how Zombozo is connected to all this.

3rd POV

" ROAR ! "

" Good D.o.g.g.y, Down D.o.g.g.y ", Thumbskull says .

Oh , he goes down first , Ben thinks .

Wildmutt attacks Thumbskull first jumping him with orange fur 800 pounds of force with the sp, and he then attacks the others.

Before Acid Mouth can open his mouth I slam his neck with enough force to knock him out but not kill him .

Frightwig tries to tye him together with her hair but all it does for her is get some road rash as Wildmutt drags her through the road.

Thumbskull ( actually having common sense , a rare sight for henchman) runs and goes to get Zombozo, who is still doing his act. Zombozo arrives at the battle, and Wildmutt attacks him.

The Circus Freaks all attack him at once and only manage to bring down a metal tower on him to trap. Zombozo and the trio leave and Wildmutt reverts back into Ben. Ben crawls out of the wreckage, unharmed.

When Ben finds Max, he is tired and Gwen and the circus are gone. Gwen and several others have been kidnapped by Zombozo and the Circus Freaks, and they have not stopped laughing.

Ben's POV

Max and I pursue in the Rust Bucket, while I figures out that Zombozo kept everyone distracted during the robberies.

As I talk to Max about my suspicions of clowns, how they were all evil , how I was right . That -

" I , ugh , get ....it."

" Grandpa !"

Max falls asleep at the wheel on a road on a cliff, and I instantly activate the automatic driving program to keep the Rust Bucket on the road. The Rust Bucket nearly fails , almost careening into the forest. C.L.E.R.I.C uses the brakes to keep it from going over a ledge, narrowly succeeding.

" Wooh. Grandpa are you OK ?

Max says that he is extremely sad, and Ben asks what happened in the circus. Max tells Ben that he remembers that the audience getting the joy s.u.c.k.e.d out of them by Zombozo's machine.

3rd POV

At the circus, the Circus Freaks are packing up the money that they had stolen when Ben knock over a stack of boxes, which alerts the Circus Freaks of his presence. Ben then transforms into Upgrade. The Circus Freaks attack, but they miss, and Upgrade possesses a baseball shooter and shoots balls at the trio, which knocks out Thumbskull, wraps Frightwig up in her hair, and gags and barrages Acid Breath.

Upgrade proceeds into the circus and reassures himself that he can face Zombozo.

SHOOOM !

Upgrade reverts back into Ben. Ben then enters the funhouse.

In the mirror maze, Ben hears Zombozo taunting him and continues to see Zombozo in the mirrors , making illusions appear. Ben eventually makes it to the ring with Zombozo and Gwen (who looks aged , decrepit and wrinkly .... Near lifeless).

Ben's POV

Gwen ....

Zombozo introduces his machine, which is called the Psyclown, to me and then says that he feeds off of laughter, and explains his plan to travel to the cities and and use his circus act to rob millions of people of their happiness and make himself powerful.

....

....

....

" When I'm done with you .... There won't be any pieces left ...." I breath out in fury.

OK.

I'm angry.

" I'm gonna get the last laugh .... "

I transform into Ghostfreak. I feel my flesh , muscles, organs melt away. One eye closes . Fill up with essence and .... Spirit.

A decayed gray sack of flesh is the only thing shielding me from the BLINDING light.

My mind shifts as the DNA of this alien attempts to gain control of my mind but my new Omnitrix safeguards keep me safe.

Barely.

Right now, I'm gonna give it what it wants .

" Nice try kid, I sell the tricks not by them . "

Zombozo says that he isn't scared.

Heh.

Ha.

Haha.

HAHA.

HAHAHAHAHA .

I'll make him scream in fear.

Ghostfreak [2] says that he's more afraid of losing his family than clowns and proceeds to push his intangible hand up Zombozo's c.h.e.s.t then slowly, slowly rip him apart from the inside ( body , mind and soul), pushing my/his hate into him as he screams then throws his desecrated carcass in the machine which destroys the Psyclown and returns the joy/souls to those that Zombozo stole from, including Gwen. Ghostfreak pulls back his skin to reveal what is underneath, which terrifies what's left of Zombozo. He begs for mercy, and Ghostfreak/Ben howls at him one more time, making Zombozo explode with fright and vanish.

In the Rust Bucket, Max and Gwen are okay, and That's all that matters.