On a quiet stretch of boardwalk, two criminals hurried down a wooden ladder that led to a small rowboat tied beneath the pier. The water below rocked gently, reflecting the dim lights from above as the two men climbed in, clearly pleased with themselves.
"Knocking over that yacht was a piece of cake!" the one in the white tank top said, adjusting his red beanie as he laughed.
His partner, dressed in a black long-sleeved shirt and a black beanie, chuckled along as he untied the rope. "Told you nobody would even notice until we were gone."
They both laughed, already picturing their clean getaway. The man in white leaned slightly over the edge of the boat, glancing down at the water as if checking their surroundings.
That's when he froze.
Beneath the surface, just for a moment, a pair of glowing green eyes snapped open and locked directly onto him.
He barely had time to react.
A clawed white hand with green webbing shot up from the water, grabbed him by the arm, and yanked him straight overboard with a loud splash.
"Hey!"
His partner spun around, startled, rushing to the edge of the boat. He looked down, but all he saw was rippling water… and the red beanie floating on the surface.
For a second, everything was still.
Then Ripjaws burst out of the water, his sharp teeth bared and his eyes fixed on the remaining criminal.
"AHHH!"
The man didn't think twice. He scrambled out of the boat, nearly tripping over himself as he climbed up the ladder and bolted onto the boardwalk.
Ripjaws watched him go for a second, then let out a small sigh before diving back under the water. Instead of chasing him directly, he swam beneath the pier, moving quickly through the shadows below.
Above, the black-shirted criminal ran as fast as he could, glancing back every few steps, expecting the creature to pop up behind him at any second. He didn't slow down until he nearly backed into a hot dog cart sitting along the walkway.
He turned around, breathing heavily, trying to calm himself.
That's when the water beside the boardwalk suddenly surged.
Ripjaws launched himself out in a burst, landing right in front of him with a heavy splash, blocking his path completely.
The criminal froze for half a second… then scowled, grabbing the hot dog cart and shoving it forward.
"Get lost!"
The cart tipped over, sending buns and hot dogs scattering across the ground. Unfortunately, it also knocked loose the small fuel container used for cooking. Liquid spilled out quickly, spreading across the wooden planks.
At the same time, the power plug for the cart yanked free from the outlet.
Sparks flew. A split second later, the fuel ignited.
A ring of fire burst to life around Ripjaws, cutting him off as flames flickered and spread across the surface. He flinched back immediately, his gills reacting as smoke started to fill the air.
He dropped to one knee, clutching at his neck. "I can't breathe…"
The heat and smoke made it worse. Out of water, surrounded by fire, his body wasn't built for this.
"I need water… water…"
The criminal smirked, backing away with his loot. "Gotta love an old-fashioned fish fry!"
Ripjaws didn't respond. Instead, he clenched his fist and slammed it down into the wooden pier beneath him. The impact cracked the boards, punching a hole straight through.
Without hesitation, he dove down through it and into the ocean below.
The moment he hit the water, he took a deep breath, his body relaxing almost instantly as the strain disappeared.
Above, the criminal was already walking off, confident he'd won.
A second later, Ripjaws shot up from beneath the boardwalk again, faster this time. He lunged forward, clamped his jaws onto the man's body, and lifted him clean off the ground before swinging him sideways.
The criminal flew straight into a nearby Knock Down booth, crashing into the stacked cups and sending them flying everywhere as he hit the ground with a groan.
A few minutes later, police sirens filled the area as officers arrived and quickly took both criminals into custody, including the one who had been pulled out of the water earlier, now soaked and very quiet.
Ripjaws stood nearby as the police chief approached him, giving him an approving look.
"I don't care what anybody says," the chief said. "You circus freaks are alright by me."
Ripjaws blinked in confusion.
"Circus freaks?" he repeated.
He straightened slightly, crossing his arms. "I'm not a circus freak. I'm a superhero!"
With that, he turned and dove back into the ocean in one smooth motion, disappearing beneath the surface.
The chief walked over to the edge and looked down into the water.
"…Still looks like a freak to me," he muttered.
...
Later, in the Rust Bucket, Max was resting and letting his leg heal, and Ben played on his game.
Gwen looked out the window and noticed a billboard they passed by.
"'Zombozo's Traveling Circus of Laughs? Cool!" Gwen said with a smile.
"I haven't been to a circus since I was a boy. Sounds like fun, what do you guys think?" Max said with a smile, also watching out from the window beside Gwen.
"I love the circus!" Gwen said.
"That's because you belong in one," Ben said, his face looking somewhat grumpy.
"Ben?" Max asked.
"No thanks. Circuses are kid stuff." He said, looking away.
"Hello! What are we?" Gwen asks, pointing out that the two of them were only tens.
Ben yawned then stretched lightly. "Besides, it's getting pretty late anyway."
"It's 11:00 in the morning," Max said with a smile.
"Fine by me. Okay, alright. If you want to go see some stupid circus, fine." Ben said, placing his head onto his hand, his voice sounding irritated.
"Sounds like someone is scared." Stay Gold said casually, sitting at the driver's seat and driving the Rusk Bucket.
"I'm not scared of some stupid circus! I kicked way scarier alien butts!" He said, trying to act tough and failing miserably.
"Sure, let go with that." Evan said, somewhat believing that Ben was somehow afraid of the circus, but he couldn't prove it.
...
As Stay Gold parked the Rust Bucket, the group stepped out and made their way toward the circus grounds, carnival music drifting through the air as colorful lights blinked across the tents. Max took a slow breath, clearly enjoying the atmosphere despite leaning on his crutches, while Stay Gold walked beside him at an easy pace, close enough to catch him if he slipped. Evan stayed near them, hands in his pockets, quietly taking everything in, realizing this was the first time he'd actually gone to something like this with his father.
"Ooh, looks like the entire town showed up," Max said with a small smile, glancing around at the crowd funneling toward the entrance.
They passed through the entrance and into the main grounds, where performers and attractions filled the space. Bright posters of clowns were plastered everywhere, their painted smiles exaggerated and their eyes seeming to follow anyone who looked too long. Gwen barely noticed, too busy looking around excitedly, but Ben definitely noticed. He kept glancing at them, his expression tightening every time his eyes met one of those grins.
"It's probably sold out," Ben said, forcing a smile. "We're probably wasting our time."
Right on cue, a spotlight snapped on, and the ringmaster's voice boomed across the area.
"Step right up and see the fingerless freak of nature whose strength knows no bounds: Thumbskull!"
A massive man stepped out, his head shaped unnaturally like a thumb, complete with a nail-like ridge. He grabbed a crowbar and bent it across his neck without effort, drawing impressed reactions from the crowd before tossing it into the air.
Another figure caught it effortlessly. She was tall and slender, with five writhing tentacles for hair.
"And presenting Frightwig!" the ringmaster continued. "When this beauty lets down her hair, no telling what could happen!"
Frightwig smirked as her hair coiled around the metal, twisting it further before dropping it onto an anvil like it weighed nothing.
"And last but not least, the freak whose unique skill is as vile as his attitude: Acid Breath!"
The final clown stepped forward, hunched and unsettling, his red eyes uneven and his grin missing too many teeth. He pulled off his mask and exhaled, releasing a stream of foul breath that melted straight through the metal beam and anvil. The crowd reacted with a mix of awe and disgust.
"Gross," Gwen muttered.
Stay Gold didn't react at all, her attention still mostly on Max, occasionally glancing around to keep track of everything.
Ben, meanwhile, had already started drifting away, drawn toward a quieter section behind the tents. He stopped in front of a curtain marked "Keep Out" and hesitated for a second before curiosity got the better of him. He peeked through a small gap, holding his breath as he saw a fat clown standing in front of a mirror.
"Howdy folks! Are you ready to laugh?" the clown practiced, his voice cheerful in a way that didn't feel right. He paused, then smiled wider. "Perfect. You're gonna knock 'em… dead."
Ben twitched slightly as the clown slowly ran his tongue across his teeth, the grin stretching just a bit too far. Ben backed away instinctively and bumped right into Gwen.
"Hey!" Gwen said as he jumped.
"Don't do that," Ben snapped, breathing a little faster than normal.
"What's your problem?" Gwen asked, narrowing her eyes.
"What do you mean?" Ben said, trying to play it off.
"You've been acting weird since we got here. What are you scared of?"
"I'm not scared of anything," Ben said quickly, just as Max approached.
"Come on, the show's about to start," Max said.
Gwen smirked and gestured ahead. "After you."
Ben frowned but walked forward into the main tent with everyone else. Inside, the crowd gathered around the ring as the ringmaster raised his arms.
"Ladies and gentlemen! Children of all ages! The Circus of Laughter is proud to present the Sultan of Smiles, the Crown Prince of Chuckles, the Rib Tickler himself… Zombozo the Clown!"
A tiny pink clown car screeched into the ring and stopped abruptly. Zombozo stepped out, tall and theatrical, his striped outfit bright under the lights. He gave a grand bow as the audience burst into laughter, though Ben and Evan just stared, not nearly as amused.
The car drove off on its own, honking as it looped around. Zombozo smirked at it and pulled out a red cape, waving it like a matador. The car charged, and at the last second, it burst into confetti, sending the audience into louder laughter.
"If you love clowns, then this is the place to be! You're gonna die laughing!" Zombozo declared.
Behind him, partially hidden in the shadows, a strange generator hummed, glowing blue as the laughter in the tent grew louder. The light pulsed in response, almost like it was feeding on it.
"…Yeah, I'm gonna go get some popcorn," Ben said, already stepping away.
Without waiting for a response, he quickly slipped out of the tent, clearly more interested in getting distance from the stage than actually getting snacks.
"What's wrong with him?" Max asked, watching Ben disappear out of the tent.
"You're asking me?" Gwen replied, shrugging. "I stopped trying to figure him out a long time ago."
Up on stage, Zombozo spread his arms wide, feeding off the crowd's attention. "I was never very good at math," he said smoothly, pacing in a slow circle. "But I believe I have your undivided attention! Now, how about some volunteers!"
The crowd burst into louder laughter, almost unnaturally in sync, as if something was pushing them to laugh harder than they normally would.
"Aah, super alive… for now."
The voice echoed strangely, like it wasn't meant to be heard that close.
At the same time, Evan's Another Omnitrix lit up sharply, the glow drawing his attention. His eyes dropped to it immediately, his expression shifting as he recognized what it meant. The self-defense function didn't activate for no reason. It warned him before things got out of control, before a threat fully revealed itself.
Which meant whatever this was, it was already happening.
"Dad. Grandpa. Gwen." Evan stood up quickly, grabbing their attention as he looked around the tent, his gaze sharper now. "We need to leave. Now."
Zombozo then suddenly disappeared from the stage in a flash of confetti. Yet the spotlight still shone, the music still played, while the center of the ring was empty. Despite that, the audience kept laughing, some even clapping, completely unaware that there was nothing left to watch.
That was enough confirmation.
Without waiting for anyone to question him, Evan slammed his hand down on the Another Omnitrix. A golden flash erupted, and in the next second, Fasttrack stood in his place. He didn't waste time explaining. He scooped up Max in a smooth motion and bolted out of the tent before anyone could react.
The world blurred around him as he ran, the circus lights stretching into streaks behind him. As he cleared the area, he caught a glimpse of something else further down the street, a flicker of damage and movement that didn't match the rest of the streets. He noted it but didn't stop, prioritizing getting his family to safety first.
He reached the Rust Bucket in seconds and set Max down. He ran back to get Gwen and Stay Gold, and reappeared not long after, setting them inside. By now, the three of them were still chuckling under their breath, but it was already fading, like they were waking up from something.
"You guys stay here," Fasttrack said, moving quickly as he shut the door and pulled down the blinds over the windows, cutting off any line of sight from outside. Once he was sure they were secured, he turned and sprinted back toward the disturbance he had noticed earlier.
What he found was a mess.
The street looked like it had been hit by a storm. Cars were overturned or melted, windows shattered, an ATM ripped out of the wall, and part of a nearby tower had collapsed onto the sidewalk. Right in the middle of it all was Ben, lying flat on the ground, unmoving.
"Ben!" Fasttrack rushed over, dropping to one knee as he checked him over.
There were no visible injuries, no blood, nothing broken. Just completely drained. Evan recognized it immediately. One of the Omnitrix's failsafes had kicked in. Ben must have taken too much damage while transformed, forcing him back to human to keep him alive. Physically, he was fine. Mentally, though, that was a different story.
Without wasting time, Fasttrack picked him up and ran back to the Rust Bucket.
Inside, Gwen was holding her head, blinking as things started to clear. "W-What happened?"
"I remember the circus… then Evan grabbed us and ran," Max said slowly, still trying to piece things together.
"Did Point Flag drug me again?" Stay Gold muttered, rubbing her temple before her eyes landed on Fasttrack carrying Ben. (AN: Gold Ship's mother.)
That got everyone's full attention.
Before they could start asking questions, Fasttrack set Ben down on one of the bunks carefully. "Ask him later," he said, his tone steady. "There's still something I need to do."
He didn't wait for a response. He stepped back out of the RV and turned his gaze toward the circus tent in the distance, its lights still glowing like nothing had happened.
Ben might be reckless, annoying, and a constant problem, but that didn't change the fact that he saw the Tennysons as family. Like how Max had treated him and the Gold Family like one of his own. Protecting them wasn't optional.
That was the whole reason he kept upgrading the Another Omnitrix in the first place. His reason for wanting to get stronger.
Was so that when the time came, he would have the strength to protect those he cherished.
Fasttrack tapped the dial on his chest. A golden flash burst outward, and his form shifted.
He grew taller, far taller than before, his body stretching into something thin and unnatural. A black suit wrapped around pale, almost unnaturally smooth white skin. The Omnitrix symbol rested on the left side of his chest, glowing faintly.
He turned slightly, catching his reflection in the Rust Bucket's side mirror. There was no face looking back at him, just a blank white surface where one should be.
"Slender…" he said quietly, his voice echoing with this static filter in a way that sounded even creepier than Ghostfreak's voice.
Then, without another word, he vanished from sight.