(The Rust Bucket had arrived at the abandoned fairgrounds and the twins sneaked behind the large crates as Jen gestured to her brother that she was keeping watch.)
(She looked and saw Thumbskull, Frightwig and Acid Breath carrying some crates as she nodded.)
Jen: "I think that those crates carry the stuff they robbed."
(Jen said.)
Ben: "Let's go."
(Ben said as they turned around and were face-to-face with a giant poster of Zombozo, which caused them to gasp and back into the crates, which fell over, catching the attention of the Circus Freaks.)
(Frightwig giggled as they looked to see the twins brace themselves for battle.)
Frightwig: "Looks like we got some guys who want to see the show without buying a ticket."
(she said as she pulled off Acid Breath's mask and he let loose a cloud of toxic breath.)
(The twins ducked as they tried dialing their Omnitrixes which was still recharging.)
Ben: "You never make this easy, do ya?"
(Ben asked as Jen smiled and cracked her joints.)
Jen: "Let's do this."
(she said as her eyes flashed pink.)
(Thumbskull came charging up to the crate and smashed it before Frightwig danced and used her powerful hair to whip the crate several times more and Acid Breath used his powerful breath on it, completely destroyed.)
(But when the smoke cleared from Acid Breath's attack, they saw no debris or any remnants of the twins whatsoever.)
(They then saw a sudden flash of green light and the crates behind them revealed Upgrade had merged with a baseball launcher and used his spider-like legs to walk towards them as they braced themselves for an attack.)
(Thumbskull then felt a blast of energy coming from behind him as he saw Jen laying down on her hoverboard toying with him as she winked to him.)
Jen: "We're not afraid of you anymore."
(Jen said.)
Thumbskull: "I don't know what you are, but I'm gonna tear you apart!"
Upgrade: "You wanna play hardball? Game on!"
(Upgrade shouted as Thumbskull charged him.)
(He then fired several baseballs from the cockpit that battered Thumbskull right in the face and knocked him unconscious.)
(Frightwig glared as she deflected the baseballs Upgrade shot at her.)
Frightwig: "That all you got?!"
(she shouted as she saw a flash of pink light behind her and saw Four Arms hit her and she glared.)
Four Arms: "We're just warming up, lady."
(she said as she cracked her knuckles.)
(Frightwig glared as they exchanged blows as she whipped Four Arms in the face with her hair as she glared and rubbed the spot where she whipped before she tried again and Four Arms grabbed her hair with her upper arms and yanked her in delivering a strong headbutt to her which left her dazed before she threw her up into the air and put her upper arms together and delivered a strong double right hook to her, sending her crashing into a ton of crates, defeating her.)
(Acid Breath glared as he spat his acid saliva at them and Four Arms and Upgrade ran for it as he melted the crates they were using as cover.)
Upgrade: "Didn't your mom ever tell you that it's not okay to spit?"
(Upgrade asked.)
Acid Breath: "Who do you think taught me in the first place?"
(Acid Breath asked as he inhaled again.)
Four Arms: "Now!"
(Four Arms shouted as Upgrade shot a baseball into his mouth,)
(breaking some teeth before they fired an onslaught of baseballs and energy balls at him, knocking him unconscious.)
Upgrade: "Strike three!"
(Upgrade shouted as he de-merged with the baseball launcher and the twins walked up to the tent as they gulped.)
Four Arms: "We can do this."
(Four Arms said.)
Four Arms: "It's just a guy with a red rubber nose and big shoes. Nothing Four Arms and Upgrade can't handle."
(Then, the Omnitrixes timed out, much to the twins dismay as Jen glared at her Omnitrix.)
Jen: "Whose side are you on anyway?!"
(The two looked around, always vigilant for Zombozo and Ben walked and saw a mirror and was shocked as he stepped back and came to the realization.)
Ben: "Oh great. Now you're afraid of your own reflection."
Jen: "Let's go."
(Jen said as they walked into the house of mirrors.)
Ben: "You know he's leading us into a trap, right?"
(Ben asked.)
Jen: "Counting on it."
(Jen said as they wandered inside.)
(The evil clown detected their presence approaching and smiled his wicked and ugly smile to himself as she glared.)
Zombozo: "Hiya, kiddos! Something tells me you'd be a barrel full of laughs!"
(The twins glared as they just kept walking before Jen walked into a mirror before she recovered and rubbed her nose.)
(She then noticed her and her brother's reflections turned back towards her with a clown face before it morphed into a replica of Zombozo and Jen glared.)
Zombozo: "Hey there, Serious Twins! How about a smile!?"
(They backed up against each other at the ready as the mirrors morphed into darkened versions of Zombozo and they all reached towards them as they ran across the hall, not letting him get to them.)
Zombozo: "What's your stories, morning glories?! Were those your pets who gave my freaks such frowns?"
(They ignored him as a jack-in-the-box style Zombozo head popped up in front of them.)
Zombozo: "What about that blob outside or that four-armed freak?"
(They turned around and tried to run the other way, but another head popped up.)
Zombozo: "Do they work for you or-"
(a third head popped up from the floor they were standing on, sending the poor twins flying.)
Zombozo: "Are you some kind of freaks?"
Ben: "We're not freaks!"
(Ben shouted.)
(Then, a fiery image of the insane clown's head smiled at them as they glared at him and suddenly landed on two trapeze swings, flying through a giant Zombozo head before the ropes on the swings broke and they went falling down into the darkness before landing on a spider's web.)
(They struggled to break free and Jen started breathing heavily to herself as she closed her eyes.)
Jen: "It's not real. It's not real. It's all in my mind."
(Jen said.)
(A spider with Zombozo's head started descending the web towards them as they struggled.)
Zombozo: "Come on, kids! You've got to loosen up. Laugh a little."
(He then brushed their faces with his front legs as they sneered.)
Zombozo: "It's what keeps me going."
Ben: "We're not afraid of you anymore."
(Ben shouted.)
Zombozo: "We'll see about that."
(Zombozo said as he sliced them off the web, sending them falling into the dark void again.)
Jen: "Okay, this has gone on long enough."
(Jen said as she focused and her eyes glowed pink as she summoned a pink force field around her and her brother as the gravity sent them down into a circus ring as Jen popped the forcefield as her and her brother took a fighting stance as their foe approached them with a grin as they glared.)
(Ben noticed several spheres on his arms contained the souls and happiness of the patrons of the circus.)
(The twins then gasped as they realized that the only soul in his head was Gwen's, looking really shriveled and wrinkled in a void full of fire while still laughing uncontrollably.)
Zombozo: "You're not afraid of old Zombozo, are you?"
Jen: "We already said we weren't afraid anymore, Pennywise!"
(Jen shouted.)
Ben: "What do you want?"
(Ben asked.)
(Zombozo smiled and snapped his fingers.)
(As if on cue, a spotlight came on and showed the generator from earlier fully charged.)
(The plug from it suddenly levitated and plugged itself into Zombozo's back right on the nose of the clown symbol on his jacket.)
(He then started floating in the air and started laughing maniacally.)
Zombozo: "Only what every clown with floppy shoes wants: to make people laugh! Then drain their positive energy like a sponge at a pool party! Is that so wrong?"
Jen: "Pretty much!"
(Jen glared.)
Ben: "Is that the machine you used to suck the happiness out of your audience?"
(Ben asked.)
Zombozo: "I call it the Cyclown! Clever, eh? Soon, I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger!"
(Jen spat at him.)
Jen: "You not gonna get away with this. Your kind never does!"
Ben: "We want our cousin back!"
(Ben shouted.)
Zombozo: "Cousin?"
(Zombozo asked.)
Zombozo: "gasp Didn't you hear? She ran away with the circus!"
(Zombozo gestured to his right as a spotlight shone down on Gwen, laying unconscious and looking absolutely wrecked as she chuckled weakly.)
(The twins glared as a bright pink aura surrounded Jen as she started levitating in the air, letting the energy flow freely through her veins and Ben activated the Omnitrix.)
Ben: "You're funny, we'll give you that."
(Ben said.)
Jen: "But we're gonna get the last laugh!"
(Jen shouted as Ben slammed down the Omnitrix core.)
(Ben's skeleton vanished and he started levitating in the air as his entire body reformed into a ghost like image as his fingers turned into claws and his legs turned into a ghostly tail and he gained one singular purple eye that traveled along the stitch-like markings in his skin where the Omnitrix symbol rested on his chest.)
(Zombozo stood as the two superpowered twins stood in front of him, clearly pissed off.)
Zombozo: "Nice try, kids. But I sell the tricks. I don't buy them."
Ghostfreak: "I just figured out there's something we're even more afraid of than you."
(Ghostfreak said as he socked him in the face and Jen gave him an energy-charged roundhouse kick, wrapping him up in the Cyclown's cord as he glared at the superpowered twins.)
Jen: "Losing our family to some goofball emotional vampire!"
(Jen shouted as Ghostfreak vanished.)
Jen: "In other words..."
(she then gave him an energy-charged punch to the clown nose, sending him to the ground.)
Ghostfreak: "...you're going down, clown!"
(Ghostfreak finished.)
(Zombozo looked nervously around as he couldn't find the twins anywhere and they clearly wanted his head.)
(Jen levitated by him as she detected his energy with a smile.)
Jen: "You may do the honors, brother."
Ghostfreak: "Thank you, sister."
(Ghostfreak said as he whacked the evil clown in the face with a wooden board, sending him sprawling into the Cyclown, causing it to overload and implode, sending all the happiness back to where it belonged.)
(The blue souls went out of the building and searched for their rightful owners, finding them and restoring their happiness all over the city.)
(Nay, all over the country.)
(Gwen's soul returned to her as Jen powered down and went by her to make sure she was alright, petting her head as Ghostfreak glared at Zombozo.)
Zombozo: "I'm warning you to back off!"
(Zombozo said, though he clearly knew he lost.)
Ghostfreak: "You want to see something really scary?"
(Ghostfreak said as he gestured to Jen who closed her eyes and grit her teeth nervously as he opened his skin and showed his true form to Zombozo, revealing several black and white striped tentacles growing out of his stomach.)
(Zombozo screamed in terror as he disconnected from the destroyed machine and backed away nervously as the twins smirked at him as Jen smiled.)
Ghostfreak: "Oh come on now."
(Ghostfreak said.)
Ghostfreak: "Don't tell me you're afraid of old Ghostfreak?"
Zombozo: "Please! No more!"
(Zombozo begged as Jen then walked in front of him and smirked wickedly to herself as she leaned in close to his face.)
(She then took a breath before leaning in close to his face with a very subtle.)
Jen: "...Boo."
(Zombozo screamed before exploding outwards in a puff of confetti as the twins winced a little.)
Ghostfreak: "Okay, that kind of freaked even me out."
(Ghostfreak said as the Omnitrix timed out and the twins walked over to their cousin with a smile.)
Gwen: "Wha?"
( Gwen asked as she saw her cousins.)
Gwen: "Oh, guys. Hey, where's that popcorn?"
(The Rust Bucket left the fairgrounds as the police arrived and took the Circus Freaks into custody as the twins looked to their grandfather.)
Jen: "You feeling okay, grandpa?"
(Jen asked as Max smiled to them.)
Max: "Happy as a lark."
(Max said.)
Max: "Pretty clever, you two scaring away your fear like that."
Gwen: "Boo!"
(Gwen popped up, wearing a clown mask, trying to scare them.)
Jen: "Oh, hey Gwen."
(Jen smiled, not even flinching from that.)
Ben: "Trying on a new makeup? That's a good look for you."
(Ben said.)
Gwen: "Aw, you two are no fun anymore!"
(Gwen complained as she threw the mask down and the twins smiled to each other.)
[To Be Continued...]