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 10 ♪
>> ♪ BEN 10 ♪ >> ♪ 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 10 ♪
>> ♪ BEN 10 ♪ >> ♪ 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 10 ♪ >> ♪ BEN 10 ♪
>> ♪ 10, 10, 10 ♪ >> GOT TO LOVE AN OLD-FASHIONED
FISH FRY!
>> HEY!
CAN'T BREATHE.
WATER...
[SIREN] >> 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.
[SPLASH] >> 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?
>> [YAWN] BESIDES, IT'S PRETTY LATE.
>> BEN, IT'S 11:00 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!
>> [GRUNTS] [APPLAUSE]
>> 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!
[HORN HONKING] [CHEERING AND APPLAUSE]
[LAUGHTER] [HORN HONKING]
[LAUGHTER] >> 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?
>> [LAUGHTER] >> AHH.
SO FULL OF LIFE...
FOR NOW.
>> [BREATHING HEAVILY] THERE IS NOTHING FUNNY ABOUT
CLOWNS.
[GLASS BREAKS] [GASP]
WHOA!
THE FREAKS ARE FELONS!
>> IT'S PAYDAY!
HA HA HA!
>> TIME TO PLAY FETCH.
[BEEPING] >> [GASP]
>> [GROANING] >> 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] >> [CHUCKLING]
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.
>> [WHIMPERING] >> 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.
>> [PEOPLE LAUGHING] >> 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?
>> [LAUGHTER] >> 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!
[TIRES SCREECHING] WHEW.
GRANDPA, ARE YOU OK?
>> SO...SAD.
SO VERY, VERY SAD.
>> GRANDPA, WHAT HAPPENED INSIDE THE BIG TOP AFTER I LEFT?
>> [LAUGHTER] >> 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.
>> [GASP] >> [CHUCKLES]
LOOKS LIKE WE GOT SOMEBODY WHO WANTS TO SEE THE SHOW WITHOUT
BUYING A TICKET.
[BEEPING] >> [GRUNT]
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 3!
[PANTING] 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, [INDISTINCT] 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.
>> [SHOUTING] >> [FAINT MOANING]
>> 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?
[GASP] DIDN'T YOU HEAR?
SHE RAN AWAY WITH THE CIRCUS!
>> [CHUCKLING SOFTLY] >> HEH HEH HEH!
>> OH, YOU'RE FUNNY, BUT I'M GOING TO GET THE LAST LAUGH.
[BEEPING] >> 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.
>> [MOANING] >> 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.
[CAPTIONING MADE POSSIBLE BY TURNER ENTERTAINMENT GROUP]
[CAPTIONED BY THE NATIONAL CAPTIONING INSTITUTE