(The twins ran out of the circus and gasped for breath as they looked to each other with a nervous look.)
Ben: "There's nothing funny about clowns!"
(Ben shouted as Jen nodded in agreement.)
Jen: "And I thought Heath Ledger's Joker was scary."
(Jen stated.)
(They then heard a crashing sound like glass shattering.)
(They then looked to each other and ducked behind a car to investigate.)
(Much to their surprise, they saw Thumbskull, Frightwig and Acid Breath looking to each other in front of a jewelry store window, which they obviously shattered.)
Ben: "Whoa! The freaks are felons!"
(Ben shouted in a whisper.)
Jen: "They're not just incredibly creepy, they're downright evil!"
(Jen stated.)
(The freaks walked toward the stores and set out to stealing as the twins could only watch.)
(Thumbskull walked into the store whose window he shattered and gathered all of the jewels in his hands.)
(Acid Breath walked to a car and used his breath to melt the roof off the top and then he pulled the radio out of its socket.)
(Frightwig then walked in front of the bank's ATM and stabbed her powerful hair tendrils into the wall and pulled the ATM out of it, sending cash flying everywhere as she laughed maniacally.)
Frightwig: "It's pay day!"
(The twins looked to each other and activated their Omnitrixes.)
Ben: "Time to play fetch."
(Ben said, dialing his Omnitrix.)
Jen: "Really? I was thinking we play a game of cat and mouse."
(Jen joked as they both slammed the cores down.)
(Thumbskull walked, carrying two televisions in his arms, but they gasped when Wildmutt and Wildcat landed on top of the car and snarled at him, Wildmutt slobbering as he growled at the freak.)
Thumbskull: "Good doggie! Nice boy!"
(Thumbskull said, backing up.)
(Wildmutt then snarled and pounced the strongest freak of the bunch and his feline sister ran towards the other two.)
(Wildcat pounced onto Acid Breath and scratched at his face before bouncing off of him.)
(Frightwig tried to retaliate by wrapping her hair around her, but to no avail as Wildcat was just too strong and forced him away.)
(Wildmutt then bounced on top of the getaway car and tore the roof open, letting the cash and valuables loose as he topped it over.)
Thumbskull: "Hey, that's our stuff!"
(Thumbskull shouted.)
Acid Breath: "No pets are going to steal our loot."
(Acid Breath said.)
Acid Breath: "Get them!"
(He then breathed out towards them before they leaped out of the way and his breath melted what was left of the getaway car.)
(The pair landed between the freaks and Wildcat swept Frightwig off of her feet with a glare before she looked back at the two animal-like aliens before her, snarling wildly.)
Acid Breath: "Don't just stand there like a sore thumb."
(Acid Breath told Thumbskull.)
Acid Breath: "Get the boss!"
(Thumbskull nodded and ran off as his partner ran to engage the twins.)
(Back at the circus, Zombozo was looking absolutely drunk at the laughter that he was feeding off from the crowd with an absolutely maniacal laugh.)
Zombozo: "Laughter really is the best medicine!"
(he shouted.)
Zombozo: "For me!"
(Thumbskull then walked in as the crowd continued laughing.)
Thumbskull: "Uh, boss."
(Thumbskull said.)
Thumbskull: "Excuse me."
(Zombozo got an angry look at the fact that his show had been interrupted.)
Zombozo: "How many times have I told you not to bother me while I'm eating!?"
Thumbskull: "We, uh, ran into a bit of trouble."
(Zombozo glared at that statement.)
(Wildmutt and Wildcat had the other two circus freaks pinned down as they snarled at them, Wildmutt drooling on Thumbskull as they glared.)
(Suddenly, a hat appeared out of nowhere and Zombozo appeared in a flash of confetti with Thumbskull behind him.)
Zombozo: "I hear you two are full of tricks."
(Zombozo said.)
Zombozo: "Let's see if you know how to play dead."
(He then kicked Wildmutt in the face hard and threw Wildcat away towards him as they both crashed into the radio tower.)
(They then whimpered as they backed behind the tower supports.)
Zombozo: "These aren't mad dogs. They're scaredy cats!"
(Zombozo boasted.)
(His minions then looked confused at that notion since one of them was a dog and the other was a cat.)
Zombozo: "Bring the curtain down on these side shows!"
(Acid Breath breathed out and melted one leg of the tower while Frightwig wrapped her hair tendrils around another leg and started to pull the tower down and Thumbskull used his brute strength to break the third leg.)
Acid Breath: "It's over, fido."
(Acid Breath said.)
(The tower started to cave in on them as they looked up in shock and the tower fell right on them.)
(Thumbskull picked up a piece of rubble and nodded.)
Thumbskull: "Doggone. I don't think they could've done that."
Zombozo: "Come on!"
(Zombozo said.)
Zombozo: "We've got bigger laughs to get!"
(He then vanished in a puff of smoke and confetti before his minions ran off back to the circus.)
(The Omnitrixes started the countdown before a flash of red and purple light flashed out from the rubble and a field of pink energy burst out, pushing the rubble away as Jen stood there with her hands glowing pink before the glow faded and they looked to see the circus freaks running away.)
Jen: "Phew."
(Jen sighed as she felt her head.)
Jen: "I think we need to find our family."
Ben: "Agreed."
(Ben said.)
(The circus had ended about an hour earlier and everybody had left.)
(Strangely, the circus and all of its stands had suddenly vanished.)
(There were discarded popcorn boxes, soda cups, and cotton candy sticks all over the floor.)
(Candy wrappers flew through the breeze.)
(Everyone was walking slowly and laughing weakly, including Max who was sitting on one of the bleachers.)
(The twins ran over to their seemingly oblivious grandfather.)
Jen: "Grandpa!"
(Jen said as she shook him as he continued to chuckle.)
Ben: "Granpda, are you in there?"
(Ben asked as Max looked to them.)
Max: "Oh, Ben, Jen."
(Max said.)
Max: "Where'd you two go?"
Jen: "Where'd we go? Where'd the circus go?"
(Jen asked.)
Max: "Oh, I'm not so sure?"
(Max said as he looked to his side.)
Max: "I remember Gwen and I were laughing. Haha It was so funny."
(He then briefly dozed off.)
Ben: "Grandpa."
(Ben said, putting a hand on his shoulder.)
Ben: "Are you okay?"
Max: "I just Haha feel kind of glum. That's all."
(He then started chuckling again.)
Jen: "Then why are you smiling?"
(Jen asked as she approached him.)
Jen: "That's it. Time to do things my way."
Ben: "How do you plan to do that?"
Jen: "I've been practicing with my powers non-stop since the Rojo incident, Ben. One of them is telepathy."
(Jen said as she put her hands on her grandfather's shoulders and looked into his eyes as her's started glowing pink and his followed suit as she read his mind and what had happened.)
Jen: "All I'm getting is a black void filled with laughter. There's barely any energy in there at all."
(She then broke the connection and looked back as she put a hand to her head.)
Ben: "Wait."
(Ben realized.)
Ben: "Where's Gwen?!"
(Zombozo and the circus freaks were driving a getaway truck away from the area and he smiled as he looked to Thumbskull who was driving the truck with him in the front seat.)
Zombozo: "Did you grab me a snack for the road?"
(he asked.)
(Thumbskull smiled as he pulled the curtain away in the back and saw that they grabbed a few still-laughing hostages... and Gwen was among them!)
(Zombozo smiled as he put his eyes back on the road ahead.)
(Little did he know, the Rust Bucket was hot on his trail as Ben, Jen and Max followed him.)
Ben: "Zombozo must have zonked out the entire town during the show while his freaks robbed everyone blind."
(Ben said.)
Jen: "I don't think it's that simple."
(Jen said.)
Jen: "Grandpa was at the show the entire time and he doesn't appear to have any kind of energy left. At least none that I was able to pick up."
Ben: "But why kidnap Gwen?"
(Ben asked.)
Max: "I... I don't know."
(Max said, sounding exhausted as he drove the RV ahead.)
Max: "But don't worry, you two. We'll catch that clown."
Jen: "Yeah."
(Jen chuckled nervously as she rubbed her hands together.)
Ben: "Who would be afraid of a silly old clown?"
(Ben asked, equally as nervous.)
Max: "Ben, Jen, what's bothering you?"
(Max asked as the twins looked up nervously as Jen nodded.)
Jen: "Ben, it's time."
(Jen said with a sigh.)
Jen: "He's family. He'll understand."
Ben: "Okay."
(Ben said as Jen grasped his hand.)
Ben: "Promise not to laugh?"
Max: "Promise."
(Max said.)
Jen: "sigh... We're afraid of clowns."
(Jen admitted.)
Jen: "It was ever since our parents took us to the circus when we were 4 years old. It was so scary for us back then."
Ben: "They just freak us out. sigh We're such losers."
(Ben said.)
Max: "You're not losers. Everybody's got their own crazy fears."
(Max said.)
Max: "When I was a boy, I was afraid of heights. But I decided enough was enough and I climbed to the top of the water tower. Sometimes, you just got to... scare... the fear... out of you."
(His vision suddenly blurred and he lost consciousness at the wheel.)
the twins: "Grandpa!"
(the twins shouted as Ben unbuckled his seatbelt and grabbed the steering wheel as the Rust Bucket started going off the road and he turned to his sister.)
Ben: "Jen, you've got to use your telekinesis on the Rust Bucket."
Jen: "What?!"
(Jen shouted.)
Jen: "But I've only had these powers for about a week. I've never done anything that big before!"
Ben: "Jen, do it now!"
(Ben shouted as he adjusted the wheel.)
Ben: "I'm too young to drive! Whoa!"
(The Rust Bucket was sent flying off the road at a barrier they crashed through and was sent flying into the unmarked road behind it.)
(Jen gasped as she clutched her eyes closed and raised her hands up as they started glowing pink and a pink energy field surrounded the Rust Bucket and briefly stabilized it as Ben tried steering it to avoid the trees with Jen trying to help him as they saw a clearing with no road.)
Jen: "We're going to crash!"
(Jen shouted.)
Jen: "I don't know if I can hold it much longer!"
Ben: "I need an anchor fast."
(Ben said as he looked to the switches and flipped one, unrolling the awning as Jen's nose started to bleed from using so much energy as Ben looked at the awning.)
Ben: "Come on, come on."
(Unfortunately, the Rust Bucket was going so fast that it broke the awning right off when it hit a tree.)
Jen: "This is not good."
(Jen said.)
Ben: "Hold on!"
(Ben said as he gave a sharp turn and slammed on the brakes as Jen suddenly lost her footing and lost her focus as the field of energy disappeared and the Rust Bucket finally came to a stop as Jen was sent sliding into the front as she smiled to her brother.)
Jen: "Promise me that you'll never give me a ride anywhere when you get your license."
(Jen said.)
Ben: "I promise."
(Ben said as he looked to his grandpa.)
Ben: "Grandpa, are you okay?"
Max: "So... sad."
(Max said weakly.)
Max: "So very very sad."
Jen: "Grandpa, what happened inside the big top?"
(Jen asked.)
Jen: "After we left?"
(Max flashed back as he remembered what happened.)
[Flashback...]
(The crowd was laughing hardly inside the Big Top as they watched the show.)
(Suddenly, blue ghost like creatures started floating out of their bodies and they went flying into the generator from earlier that Zombozo was hooked up to.)
Zombozo: "I love the sound of laughter."
(Zombozo said.)
Zombozo: "It feeds my soul."
[Flashback Ends...]
Max: "Ben, Jen."
(Max said.)
Max: "I think Zombozo robs people of more than just their possessions. I think he steals people's happiness. Until there's nothing left."
(Ben gasped as he came to a realization.)
Ben: "And he's got Gwen!"
Jen: "We've got to stop him! I can't afford to lose another cousin!"
(Jen said.)
[To Be Continued...]