[ CHILDREN LAUGHING ] [ INDISTINCT CONVERSATIONS ]
[ DOG BARKS ] [ CAT MEOWS ]
[ DOG WHIMPERS ] [ CHILDREN LAUGH ]
>> Ben: [ SIGHS ] TWO WEEKS.
TWO WHOLE WEEKS.
NOBODY'S TRIED TO BLOW UP THE EARTH.
NOBODY'S TRIED TO KILL ME AND TAKE THE OMNITRIX.
EVERYTHING IS JUST FINE AND BORING!
>> Rook: IS IT NOT A GOOD THING FOR THERE TO BE NO
UNIVERSE-THREATENING DISASTERS FOR A CHANGE?
>> Ben: YEAH, BUT...
>> Rook: I SUGGEST YOU RELAX AND ENJOY THIS UNUSUAL ABSENCE OF
THREAT TO YOUR LIFE, THE UNIVERSE, AND EVERYTHING.
>> Ben: YEAH, BUT...
>> Rook: NO MORE "YEAH, BUTS."
BE PROUD THAT THANKS TO YOU, NO ONE IN BELLWOOD HAS ANYTHING TO
BE AFRAID OF.
>> Frightwig: ARE YOU SURE THIS THING IS GONNA DO THE TRICK?
>> Thumbskull: YEAH.
THE BOSS DON'T LOOK SO GOOD.
>> Zombozo: [ SIGHS ] DON'T I?
>> Thumbskull: UH...N-NO.
YOU DON'T.
UH, DIDN'T I JUST SAY THAT?
UNH! HEY!
>> Frightwig: GET IT THROUGH YOUR THICK HEAD ALREADY,
THUMBSKULL!
ZOMBOZO FEEDS ON FEAR.
>> Acid Breath: BUT THANKS TO THAT BRAT BEN TENNYSON, NO ONE'S
HAD ANY REASON TO BE SCARED FOR FAR TOO LONG.
>> Zombozo: NOT TO WORRY, MY FRIENDS.
I'LL GIVE THEM ALL SOMETHING TO FEAR.
>> ♪ BEN 10 ♪ >> ♪ HE'S A KID, AND HE WANTS TO
HAVE FUN ♪ >> ♪ BUT WHEN YOU NEED A
SUPERHERO, HE GETS THE JOB DONE ♪
>> ♪ BEN 10 ♪ >> ♪ WITH A DEVICE THAT HE WEARS
ON HIS ARM ♪ >> ♪ HE CAN CHANGE HIS SHAPE AND
SAVE THE WORLD FROM HARM ♪ >> ♪ WHEN TROUBLE'S TAKING
PLACE ♪ >> ♪ HE GETS RIGHT IN ITS FACE ♪
>> ♪ BEN 10 ♪ >> ♪ WHEN LIVES ARE ON THE
LINE ♪ >> ♪ IT'S HERO TIME ♪
>> ♪ BEN 10 ♪ >> Ben: [ SLURPING ]
[ SLURPING INTENSIFIES ] BEGINNER'S LUCK.
>> Rook: [ SLURPS ] >> Ben: [ GASPS ]
WHOA!
[ THUD ] DUDE!
[ THUNDER CRASHES ] [ CARNIVAL MUSIC PLAYS ]
>> Rook: UNUSUAL WEATHER WE'RE HAVING.
>> Ben: [ GASPS ] UNUSUAL CREEPY MUSIC WE'RE
HAVING.
[ THUNDER CRASHES ] [ MUSIC CONTINUES ]
MUST BE SOMETHING NUTSO.
LET'S CHECK IT OUT!
COME ON, COME ON, COME ON, COME ON, COME ON, COME ON!
YOU KNOW WHAT WOULD BE EPIC -- BILLY BILLIONS TEAMING UP WITH
ALBEDO!
OR -- [ GASPS ] MAYBE THE INCURSEANS ARE BACK TO
TRY TO BLOW UP THE EARTH!
WAIT, WAIT, WAIT! I KNOW!
A WHOLE BUNCH OF EVIL ALIEN X's PLOTTING TO TAKE OVER EVERY
DIMENSION AT ONCE!
YES!
>> Rook: NONE OF THOSE OPTIONS SEEM TO SUGGEST THE USE OF, AS
YOU SAY, "CREEPY MUSIC."
BUT THE POPULACE IS MOST ASSUREDLY BEING DRAWN TOWARDS
ITS SOURCE.
>> Ben: HOW ABOUT A ROGUE WayBad RETURNING TO SEEK
REVENGE ON ME -- WITH VILGAX?
PLEASE LET IT BE AN AWESOMELY CATASTROPHIC, COOL,
WORLD-THREATENING CRISIS.
>> Rook: THERE DOESN'T APPEAR TO BE ANY AWESOMELY CATASTROPHIC,
COOL, OR WORLD-THREATENING CRISIS.
>> Ben: OH, NO?
A CIRCUS RANDOMLY SHOWS UP JUST OUTSIDE OF BELLWOOD?
HELLO?
THAT CAN ONLY MEAN ONE THING.
IT BEGINS WITH "Z" AND ENDS WITH "O."
>> Rook: ZEUGOBRANCHIATO?
>> Ben: RIGHT!
WHAT?
NO! ZOMBOZO!
>> Rook: THAT WAS MY SECOND GUESS.
>> Ben: AHA!
[ ELEPHANT TRUMPETS ] [ LION GROWLS ]
[ LAUGHTER ] [ INDISTINCT CONVERSATIONS ]
>> Rook: ACCORDING TO PLUMBER RECORDS, "ONE
MR. HERBERT J. ZOMBONI IS CURRENTLY A RESIDENT OF THE
DETENTION LEVEL OF OUR OWN EARTH HQ..."
>> Ben: OKAY, HERE'S HOW WE'RE GONNA GET THE DROP ON ZOMBOZO.
>> Rook: "...WHERE HE HAS REMAINED EVER SINCE HE WAS
APPREHENDED..."
>> Ben: YOU STAY IN HERE...
>> Rook: "...BY BEN TENNYSON."
>> Ben: ...WHILE I DO A LITTLE SNOOPING AROUND OUTSIDE.
>> Rook: I SAID, "ACCORDING TO PLUMBER RECORDS, 'ONE
MR. HERBERT J. --" >> Ben: IT'S A CIRCUS, ROOK!
ZOMBOZO'S GOT TO BE HERE.
NOW GO BLEND IN WITH THE AUDIENCE SO YOU CAN KEEP AN EYE
ON THE SHOW.
I'LL BE OUTSIDE.
>> Rook: AH.
YOU DO NOT WISH TO STAY BECAUSE OF YOUR FEAR OF CLOWNS.
>> Ben: I'VE NEVER BEEN AFRAID OF CLOWNS.
>> Young Ben: YAAAAAAAAAAAH!
YAAAAAAAAAAAH!
>> Ben: SERIOUSLY -- DOESN'T RING A BELL.
>> Rook: THAT IS WHAT I READ IN YOUR FILE.
>> Ben: HOW OFTEN DO YOU READ MY FILE?
KINDA WEIRD, ROOK.
BESIDES, IF YOU READ IT, YOU'D KNOW -- I'M AFRAID OF PEACOCKS.
[ CHEERS AND APPLAUSE ] >> Rook: WELL, EVEN IF THERE IS
NO VILLAIN HERE TO THWART, I HAVE NEVER BEEN TO A CIRCUS.
I AM LOOKING FORWARD TO THE EXPERIENCE.
>> Ben: KNOCK YOURSELF OUT.
IT'S AN...
>> Both: EXPRESSION.
>> Rook: AH, YES.
>> Ben: PFFFT!
"AFRAID OF CLOWNS."
WHERE DO THE PLUMBERS GET THAT STUFF?
[ Singsong voice ] ZOMBOZO.
I KNOW YOU'RE HERE.
>> [ HISSES ] >> [ SQUAWKS ]
>> Ben: OOH! AAH!
>> [ SQUAWKS ] [ CAWING ]
>> Ben: [ SIGHS ] [ CHATTERING ]
HUH?!
[ CHATTERING CONTINUES ] [ CHATTERING STOPS ]
[ BEEPING ] [ BEEP ]
WHAT'S UP, ROOK?
SOMETHING FREAKY HAPPENING IN THERE?
>> Rook: Yes -- very!
I would not have thought a bear could ride a unicycle.
[ Bear roars ] [ BEEP ]
>> Ben: [ GROANS ] [ AUDIENCE CHEERING ]
SO, WAS IT EVERYTHING YOU THOUGHT IT WAS GOING TO BE AND
OH SO MUCH MORE?
OH, THEY HAD FACE PAINTING.
YOU WENT ALL OUT. GOOD FOR YOU.
WELL, LET'S BLOW THIS FIRETRAP.
DO YOU REALLY NOT KNOW WHAT THAT EXPRESSION MEANS, OR ARE YOU
JUST PULLING MY LEG?
DO YOU REALLY NOT KNOW WHAT THAT EXPRESSION MEANS, EITHER, OR ARE
YOU JUST -- [ HORN HONKS ]
>> Rook: [ Monotone ] COME ONE, COME ALL.
>> Ben: [ GASPS ] YOU'RE NOT JUST A SAD CLOWN.
YOU'RE A SAD ZOMBIE CLOWN!
>> Rook: COME ONE, COME ALL.
>> Ben: OMNITRIX, DON'T FAIL ME NOW!
[ BEEP ] >> Upgrade: COTTON CANDY?
WELL, THIS IS A STICKY SITUATION.
CUT IT OUT, ROOK!
YOU'RE ONLY GONNA HURT YOURSELF!
OR...NOT.
>> Rook: COME ONE, COME ALL.
>> Rook: [ Monotone ] COME ONE...COME ALL.
>> Upgrade: YEAH.
YOU SAID THAT ALREADY.
[ As barker ] POPCORN! PEANUTS!
GET 'EM WHILE THEY'RE HOT!
[ Normal voice ] YOU KNOW, FOR A SAD CLOWN, YOU GOT A LOT OF
ANGER ISSUES.
>> Rook: COME ONE...COME ALL.
>> Upgrade: WHOA!
SORRY TO HAVE TO DO THIS TO YOU, BUT IT'S FOR YOUR OWN GOOD.
>> Rook: COME ONE...
COME ALL.
>> Ben: I'M NOT SURE WHAT HAPPENED, GRANDPA.
ROOK STAYED BEHIND TO KEEP AN EYE ON THE SHOW AND CAME OUT
ALL SAD-ZOMBIE-CLOWN-IFIED.
>> Max: BUT YOU WENT OUTSIDE.
OH. RIGHT.
I REMEMBER HOW AFRAID OF CLOWNS YOU USED TO BE.
>> Ben: WHY DO PEOPLE KEEP SAYING THAT?!
I'VE NEVER BEEN AFRAID OF CLOWNS!
>> Max: IF YOU SAY SO.
>> Ben: I WOULD HAVE STUCK AROUND AND GONE BACK INSIDE, BUT
I THOUGHT IT WAS MORE IMPORTANT TO GET ROOK BACK HERE FOR HELP.
>> Max: YOU DID THE RIGHT THING, BEN.
BUT NOW THAT THE GALVANS HAVE EVERYTHING UNDER CONTROL --
[ GLASS SHATTERS ] >> Blukic and Driba: HE DID IT!
>> Max: NOW THAT THE GALVANS ALMOST HAVE EVERYTHING UNDER
CONTROL, YOU SHOULD GO FIND OUT WHO EXACTLY IS CLOWNING AROUND
AT THE CIRCUS.
>> Ben: I ALREADY KNOW, GRANDPA.
SO DO YOU.
IT'S ZOMBOZO!
>> Max: IMPOSSIBLE.
[ BEEP ] ZOMBOZO IS LOCKED UP SECURELY IN
HIS CELL.
[ DOOR OPENS ] >> Max: THERE'S NO WAY FROM IN
HERE THAT ZOMBOZO COULD BE THE RINGLEADER OF WHATEVER THAT
CIRCUS DID TO ROOK.
>> Ben: NOT BUYING IT.
ALL RIGHT, HERBERT!
WHAT DID YOU DO TO MY PARTNER?
>> Zombozo: I EAGERLY INFLICT YOU PAINS, AND EVERYONE MAY
SHARE THE GAINS.
NOW FEAST YOUR EYES ON THE CENTER RING, WHERE PAINTED FACES
DANCE AND SING.
>> Max: POETRY 101.
HE'S BEEN TRYING TO BETTER HIMSELF WITH OUR G.E.D. PROGRAM
WHILE HE'S BEHIND BARS.
>> Ben: I'M NOT LEAVING UNTIL YOU ANSWER ME, CLOWN BOY!
>> Zombozo: I EAGERLY INFLICT YOU PAINS...
[ BEEP ] >> Wildmutt: [ SNIFFING ]
>> Zombozo: ...WHERE PAINTED FACES DANCE AND SING.
>> Wildmutt: [ GRUNTING ] [ GROWLS ]
[ OMNITRIX POWERS DOWN ] >> Ben: GRRRRR!
[ SPITS ] >> Both: JERRY FROM
INHUMAN RESOURCES?!
>> Max: THAT WOULD EXPLAIN WHY I HAVEN'T GOTTEN MY PAYCHECK IN SO
LONG.
>> Ben: PLUMBER HQ REALLY NEEDS TO WORK ON ITS SECURITY,
GRANDPA.
>> Zombie Clowns: COME ONE...
COME ALL.
COME ONE...COME ALL.
>> Ben: AAH!
IT'S THE ZOMBIE-CLOWN "APOCALYPSE NOW"!
[ ZOMBIE CLOWNS GRUNT ] [ TIRES SQUEALING ]
NOT FUNNY, PEOPLE!
WHOA!
[ TIRES SCREECH ] AAH!
OKAY, THAT WAS A LITTLE BIT FUNNY.
BACK TO NOT BEING FUNNY!
[ TIRES SCREECH ] >> Big Chill: WHEW.
THAT WAS CLOSE.
[ ZOMBIE CLOWNS GRUNTING ] [ PEOPLE SCREAMING ]
HUH.
BEING FRIGHTENED BY A ZOMBIE CLOWN DOESN'T TURN YOU INTO A
ZOMBIE CLOWN?
SO MUCH FOR THAT THEORY.
[ OMNITRIX POWERS DOWN ] [ ICE CRACKLING ]
>> Ben: YOU GUYS STAY COOL, NOW.
HEH. GET IT?
'CAUSE OF THE COLD?
AW, ZOMBIE CLOWNS HAVE NO SENSE OF HUMOR.
HUH?
HMM.
>> Driba: IT'S MOST DEFINITELY AN AIRBORNE VIRUS.
>> Blukic: NO, IT ISN'T.
>> Driba: YES, IT IS!
>> Blukic: IF IT WERE AIRBORNE, ROOK WOULD BE A ZOMBIE TRAPEZE
ARTIST, NOT A ZOMBIE CLOWN.
[ TEETH CHATTERING ] >> Driba: HM.
I CERTAINLY CAN'T ARGUE WITH THAT LOGIC.
>> Blukic: YES, YOU CAN.
>> Driba: NO, I CAN'T.
>> Blukic: CAN.
>> Driba: CAN'T!
[ CHOMP ] >> Blukic: [ GASPS ]
[ TEETH CHATTERING ] >> Driba: I WAS RIGHT!
IT WAS AIRBORNE!
IN A MANNER OF SPEAKING.
AAAH!
[ CRASH ] >> Blukic: [ Monotone ] COME
ONE...COME ALL.
>> Driba: OHHH!
HELP!
BLUKIC!
[ THUD ] [ HORN HONKING ]
[ CHOMP ] >> Blukic: COME ONE...COME ALL.
>> Driba: [ Monotone ] DON'T COME ONE!
DON'T COME ALL!
[ TIRES SCREECH ] >> Acid Breath: LADIES AND
GENTLEMEN!
WELCOME THE ONE AND ONLY BEN 10!
IN HIS FINAL APPEARANCE!
[ CHEERS AND APPLAUSE ] >> Ben: LET ME GUESS -- HE'S IN
THERE?
YOU'RE SLACKING OFF, ZOMBOZO!
FEEDING ON FEAR?
TURNING PEOPLE INTO ZOMBIE CLOWNS?
IT'S LIKE YOU'RE NOT EVEN TRYING!
[ BEEP ] >> Acid Breath: WHICH ALIEN WILL
HE BECOME, FOLKS?
OH, THE SUSPENSE IS KILLING ME.
>> Rath: [ ROARS ] [ AUDIENCE CHEERING ]
LEMME TELL YA SOMETHIN', OMNITRIX!
RATH DOES NOT APPRECIATE YOUR SENSE OF IRONY!
[ ZOMBIE CLOWNS MOANING ] >> Max: STUN SETTINGS ONLY!
WE CAN'T HARM OUR OWN!
>> Zombie Clowns: COME ONE...
COME ALL.
COME ONE...COME ALL.
>> Max: WE HAVE TO GET THEM CONTAINED BEFORE THEY TURN
EVERYONE IN BELLWOOD INTO A ZOMBIE CLOWN!
>> Frightwig: UP, YOU BEAST!
UP!
HAH!
>> Rath: WHATTA -- AAH!
LEMME TELL YA SOMETHIN', CRAZY LADY WHO'S MAKIN' RATH RIDE A
UNICYCLE!
RATH DOESN'T KNOW HOW TO RIDE A UNICYCLE!
[ CHEERS AND APPLAUSE ] AAAH!
DAAAH!
WHOA!
>> Frightwig: [ SNICKERS ] NOW JUMP!
JUMP, I SAY!
>> Rath: [ ROARS ] RATH DOESN'T CARE WHAT YOU SAY!
[ ROARS ] [ GRUNTING ]
[ CHEERS AND APPLAUSE ] LEMME TELL YA SOMETHIN',
LADIES AND GENTLEMEN AND CHILDREN OF ALL AGES!
RATH IS GONNA -- [ GARBLED SPEAKING ]
[ CHEERS AND APPLAUSE ] [ ROARS ]
>> Frightwig: [ SCREAMING ] [ THUD ]
[ CHEERS AND APPLAUSE ] >> Rath: THANK YOU! THANK YOU!
OOF!
ALL RIGHT, WHICH ONE OF YOU COWARDS IS THROWIN' TOMATOES --
ER, BOWLING BALLS AT RATH?!
NOW, YOU LISTEN TO ME, GUY WITH A GIANT THUMBNAIL ON HIS HEAD!
RATH IS GONNA FILE, BUFF, AND PUT A NICE BASE COAT --
[ GRUNTS ] [ CHEERS AND APPLAUSE ]
[ CAR ALARM WAILING ] [ ELEPHANT TRUMPETS ]
>> Thumbskull: [ Muffled ] UH...
I-I'M ALL RIGHT.
[ CHEERS AND APPLAUSE ] >> Acid Breath: [ HISSES ]
>> Rath: HEY, MYSTERIOUS GREEN CLOUD OF PAINFUL ACIDIC GAS
THAT'S EATING AWAY AT RATH'S NASAL PASSAGES EVEN AS WE SPEAK!
LEWODAN ELBOW DROP!
WHOA!
[ CHEERS AND APPLAUSE ] WHOA!
AH, RATH IS NOT GONNA -- [ BOING ]
ONE THING'S FOR SURE, MISTER -- [ BOING ]
[ RETCHES ] YOGURT!
>> Acid Breath: [ HISSES ] >> Rath: YOU THINK THIS IS
OVER?!
NOT BY A LONG SHOT!
AAAAAAAH!
[ CHEERS AND APPLAUSE ] [ CHATTERING ]
[ AUDIENCE SCREAMING ] >> Ben: [ Dazed ] I DO NOT
RECOMMEND LANDING ON THE RING TOSS.
[ SCREAMING CONTINUES ] >> Audience: [ Monotone ] COME
ONE...COME ALL.
>> Ben: OH, COME ON!
[ SCREAMING CONTINUES ] SEE, THIS IS JUST THE KIND OF
THING THAT MAKES PEOPLE HATE CLOWNS.
[ CHOMP ] [ CHOMP ]
>> AAAAAAAAAAAH!
>> Zombozo: IT'S WORKING.
[ BEEP ] >> Ben: WHERE'S DITTO?
OR ECHO ECHO?
SOMEBODY THAT CAN TAKE ON A WHOLE CROWD AT ONCE!
[ BEEP ] >> Frankenstrike: HUH?
FRANKENSTRIKE?
AGAINST A WHOLE MOB OF ZOMBIE CLOWNS?
YEAH, OKAY.
[ ZOMBIE CLOWNS HISSING ] [ GRUNTING ]
[ ZOMBIE CLOWNS MOANING ] REALLY?
GRANDPA!
>> Max: BEN!
IT'S A GOOD THING YOU AREN'T AFRAID OF CLOWNS ANYMORE.
>> Frankenstrike: I NEVER WAS!
>> AAAAAH!
>> Zombozo: [ GRUNTS ANGRILY ] GAH!
I NEED EVERYONE'S FEAR TO REGAIN MY FULL POWER!
>> Frightwig: AAAH!
[ GROANS ] >> Frankenstrike: YOU REALLY
SHOULD DO SOMETHING ABOUT THOSE SPLIT ENDS.
>> Acid Breath: HEY, BOLT BOY.
SSSHOW ME WHATCHA GOT.
>> Frankenstrike: [ GAGGING ] OHH.
SMELLS ALMOST AS BAD AS GRANDPA MAX'S COOKING.
>> Max: HEY!
>> Frankenstrike: OPEN WIDE AND SAY "AH!"
THAT'S TWO DOWN, ONE TO -- UNH!
UNGH!
>> Thumbskull: [ CHUCKLES ] >> Frankenstrike: [ SHOUTS ]
>> Thumbskull: BOSS NEEDS EVERYONE'S FEAR.
ESPECIALLY YOURS, BEN 10.
[ BELL CLANGS ] OOF!
[ CHUCKLES ] [ GROANS ]
>> Frankenstrike: UNLESS YOU'VE GOT A COLORFUL BIRD WITH A CRAZY
TAIL AROUND, YOUR BOSS IS OUT OF LUCK GETTING ANY FEAR FROM ME!
[ CHOMP ] [ GASPS ] GRANDPA!
>> Max: [ Monotone ] COME ONE...
COME ALL.
>> Frankenstrike: AAAAAAAA...
[ OMNITRIX POWERS DOWN ] >> Ben: ...AAAAAAAAAAAAAH!
>> Young Ben: GRANDPA?
GRANDPA.
>> Max: READY FOR YOUR VERY FIRST TRIP TO THE CIRCUS, BEN?
>> Young Ben: [ GASPS ] AAAAAAAAA...
>> Ben: ...AAAAAAAAAAAAAAH!
[ WHIRRING ] >> Zombozo: YES!
>> Max: COME ONE...COME ALL.
>> Zombozo: MISS ME?
>> Ben: [ SHRIEKS ] >> Zombozo: [ LAUGHS EVILLY ]
>> Eye Guy: EYE-YI-YI!
SO MANY ZOMBOZOS!
[ WAILS ] TOO MANY CLOWNS!
[ WAILING ] >> Zombozo: OOOOH.
YOUR FEAR IS DELICIOUS!
[ LAUGHS EVILLY ] [ HISSING ]
[ GASPS ] >> Toepick: STAY AWAY FROM ME!
>> Zombozo: YOU STAY AWAY FROM ME!
NO!
N-O-O-O-O-O-O-O-O-O-O!!
[ ZOMBIE CLOWN GROANS FADING ] [ CROWD GASPING ]
>> Rook: WHA-- WHAT HAPPENED?
>> Blukic: YOU WERE INFECTED BY A FEAR PATHOGEN THAT TURNED YOU
INTO A CLOWN.
>> Driba: A SAD CLOWN.
>> Blukic: A SAD ZOMBIE CLOWN.
>> Driba: MORE TRAGIC THAN SAD, ALL THINGS CONSIDERED.
>> Rook: I DO NOT THINK I LIKE THE CIRCUS.
>> Zombozo: [ BREATHES SHAKILY ] [ WHIMPERS ]
NO FAIR DEFEATING YOUR FEAR WITH MY FEAR!
CHEATER!
>> Acid Breath: HEH?
[ HISSES ] >> Zombozo: [ LAUGHS EVILLY ]
[ WEAPONS COCK ] >> Toepick: AAAAAAAAAAAAAAAH!
>> Ben: GRANDPA!
YOU'RE OKAY!
>> Max: NEVER WERE AFRAID OF CLOWNS, HUH?
>> Ben: MAYBE JUST A LITTLE BIT.
♪ BEN 10 ♪ ♪ BEN 10 ♪