01x09 - Last Laugh

[bunniefuu]

Knocking over that yacht
was a piece of cake.

Heh heh heh!
Ha ha ha!

Aah!

Aargh!

¶ It started when
an alien device did what it did

And stuck itself upon his wrist
with secrets that it hid

Now he's got super powers
He's no ordinary kid

He's Ben ¶

¶ Ben ¶
¶ Ben ¶

¶ So if you see him
you might be in for
a big surprise

He'll turn into an alien
before your very eyes

He's funny, freaky,
fast and strong

He's every shape and size
He's Ben ¶

¶ Ben ¶

¶ All new powers
he's on the case

Fighting all evil
from earth or space

He'll never stop till it's OK

'Cause he's the baddest kid
to ever save the day

Ben ¶

¶ Ben ¶

¶ , , ¶

Got to love
an old-fashioned fish fry!

Hey! Can't breathe.

Water...
water...

I don't care
what anybody says.

You circus freaks are OK by me.

Circus freak?
I'm not a circus freak.

I'm a superhero.

Hmm.
Looked like a freak to me.

"Zombozo's Traveling
Circus of Laughs"?

Cool!
I haven't been to a circus
since I was a boy.

Sounds like fun.
What do you guys think?

I love the circus.
That's because
you belong in one.

Ben.
Nah, circus is kid's stuff.

Hello?
What are we?


Besides, it's pretty late.

Ben, it's :
in the morning.

Fine by me.
OK, all right.

You guys want to go see
some stupid circus, fine.

Ooh.
Looks like the entire town's
turned out for the show.

It's probably sold out.
We're probably just
wasting our time.

Step right up and see the
fingerless freak of nature,

whose strength knows no bounds!
Thumbskull!



And presenting Frightwig.

When this beauty lets down
her hair, no telling
what could happen.

And last but not least,
the freak whose unique skill

is as vile as his attitude,
Acid Breath!

Whoa!
Gross!

Ha ha ha!
Howdy, folks!

Are you ready to laugh?
Perfect.

You're gonna knock them dead.
Ahh!

Ha ha ha!

Hey!
Aah! Don't do that.

What is your malfunction?
What do you mean?

Ever since we decided
to go to the circus,

you've been acting
even weirder than normal.

What are you scared of?

I'm not scared of anything.

Come on, guys,
the show is about to start.

After you.

Ladies and gentlemen,
children of all ages,

the circus of laughter is proud

to present the sultan of smiles,

the crown prince of chuckles,

that rib tickler himself,

the star of our circus,

Zombozo the clown!

If you love clowns,
then this is the place to be.

You're gonna die laughing.

That's a Zombozo guarantee.

I got to go...
get some popcorn.

Is Ben all right?
You're asking me?

I stopped trying to
figure him out a long time ago.

I was never very good
at math,

but I believe I have
your undivided attention.

Now, how about some volunteers?


Ahh.

So full of life...

for now.



There is nothing funny
about clowns.

Whoa!
The freaks are felons!

It's payday!
Ha ha ha!

Time to play fetch.





Good doggy!
Down, boy.

Unh!

Hey, that's our stuff!

No mutt's gonna
steal my loot.

Get him!

Don't just stand there
like a sore thumb.

Get the boss!





Laughter truly is the best

medicine...for me!

Uh, excuse me, boss.

Excuse me.

How many times
have I told you

not to bother me
while I'm eating?

Uh...we ran into
a bit of trouble.

Unh!

I hear you're full of tricks,
little doggy.

Let's see if you know
how to play dead.



This isn't a mad dog.
It's a scaredy-cat!

Bring the curtain down
on this little sideshow.

Play's over, Fido.

Dog gone!
Ha ha ha!

Come on!
We got bigger laughs to get!

Whew.



Grandpa?
Heh heh.

Grandpa!
Heh.

Oh, Ben. Heh.
Ohh. Where'd you go?

Where'd I go?
Where'd the circus go?

Huh?
Uh, I'm not so sure.

Uh...

I remember we were laughing.

It was so funny.

Heh.

Grandpa, are you OK?

Heh. I just...
feel kind of glum, that's all.

Heh heh heh.

Then why are you smiling?
Wait a minute.

Where's Gwen?

Did you pack me a snack
for the road?



Zombozo must have zonked out
the entire town during the show

while his freaks
robbed everyone blind.

But why kidnap Gwen?

I--I don't know.

But don't worry.
We'll catch that clown.

Yeah. Heh!

Who would be afraid of
a silly old clown?

Ben, wh-what's bothering you?

Promise not to laugh?

I'm afraid of clowns.
They just creep me out.

I'm such a loser.

Everybody's got
their own crazy fear, Ben.

When I was a boy,
I was afraid of heights.

Well, enough was enough,
and I climbed to the top
of the water tower.

Sometimes you just got to
scare the fear out...of...you.

Ohh.

Grandpa!

Whoa!

Whoa.

I need an anchor, fast!

Come on, come on!

Whew.
Grandpa, are you OK?

So...sad.

So very, very sad.

Grandpa, what happened inside
the big top after I left?



I love the sound of laughter.

It feeds my soul.

Ben, I think that Zombozo

robs people of more
than just their possessions.

I think he steals people's
happiness until there's
nothing left.

And he's got Gwen.





Looks like we got somebody
who wants to see the show
without buying a ticket.



You never make this easy,
do you?

Aargh!

What's that noise?

I don't know what you are,
but I'm gonna tear you apart.

You want to play hardball?
Game on!

Unh!

That all you got?

Just warming up, lady.

Didn't your mom ever tell you
it's not polite to spit?

Who do you think taught me
in the first place?

Strike !

You can do this.
He's just a guy

with a red rubber nose
and big shoes.

Nothing upgrade can't handle.

Whose side are you on, anyway?

Huh?

Oh, great.

Now you're afraid of
your own reflection.

Hiya, son!

Something tells me you'd be
a barrel full of laughs.

Hey, Mr. Serious,
how about a smile?

What's your story,
morning glory?

Was that your mutt that
gave my freaks such frowns?

What about that
weird blob outside?

If it weren't for you...
Are you some kind of freak?

I'm not a freak.

Ha ha ha!

Come on, kid!
You've got to learn
to loosen up.

Laugh a little.

It's what keeps me going.





Now, don't tell me
you're afraid of old Zombozo.

What do you want?

Ha ha ha!

Only what every clown worth
his floppy shoes wants--

to make people laugh!

Then drain their positive energy
like a sponge at a pool party!

Is that so wrong?

Is that the machine
you use to suck the happiness
out of your audience?

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.

I want my cousin back!

Cousin?

Didn't you hear?

She ran away with the circus!



Heh heh heh!
Oh, you're funny, but I'm
going to get the last laugh.

Nice try, kid, but I sell
the tricks; I don't buy 'em.

I just figured out
there's something

I'm even more
afraid of than you.

Losing my family to some
goofball emotional vampire.

In other words...

you're going down, clown.



I'm warning you to back off.

You want to see
something really scary?

Unh!
Aw.

Now, don't tell me
you're afraid of old Ghostfreak.

Please...no more!

Boo!

Oh.

That kind of even
freaked me out.

What? Ben?

Hey, where's that popcorn?

You feeling OK, Grandpa?

Happy as a lark.

Pretty clever, you scaring
away your fear like that.

Thanks.
Boo! Ha ha ha!

Oh. Hi, Gwen.
Trying out some new makeup?

That's a good look for you.

Aw, you're no fun anymore.