Character development - part 2

[THE ALLIANCE]

Up in space, the Chimerian Hammer unleashed three more drones onto the planet to search for the Omnitrix.

"The drones have launched." The Bioid servant reported. "Equipped with the improved internal tracking system, they should be able to finally pinpoint the location and retrieve the Omnitrix."

"They may find it." Said a still-healing Vilgax, though this time his body was in a much better condition than it was a few days ago. "But retrieving it will not be easy. Whoever possesses the Omntrix continues to be an opponent of extreme danger and inspiring brilliance."

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At a gas station somewhere in New Mexico, Kate walked by clutching her stomach as she groaned in discomfort. "Man, I'm starved."

Just then she noticed a stack of boxes of cookies, licking her lips Kate removed a box from the stack which caused the stack to lose its balance and cave in on itself. Kate would've been buried under the pile of boxes if not for Ben acting quickly and freezing them in place with his green aura.

—MC'S POV—

"Smooth move, Levin." I teased as I witnessed the debacle that should've happened to my original counterpart all the while Kate gave me an awkward smile.

"Thanks, Ben." She chuckled. "I shouldn't have skipped breakfast this time."

"Don't mention it." I nodded and effortlessly rearranged the boxes back in place. "But I did call you before we were about to clean the dishes."

We then left the gas station to see Max fixing up the Rust Bucket. Right then grandpa wiped off the window, clearing a sign in the dirt on the glass that said 'Wash me' with a frowning face.

"Nice artwork, Lucy." Max said with his usual humorous tone.

"You know, gotta make a statement." She said, smiling proudly, but it faltered when an energy blast came from out of nowhere and destroyed a nearby truck.

"Now, that's a statement!" Kate shouted, not entirely sure if she should be impressed by it.

The four of us looked to see three biker thugs wielding laser cannons, they wore helmets that looked like they were decorated with graffiti. Their leader just sent lackeys out to rob the gas station before looking at us.

"What are you all looking at?" The leader asked threateningly before aiming a cannon at our direction and charged it up, prompting grandpa Max to gasp.

"Kids, get down!" He shouted before pulling the girls away from the blast as he ducked with them. The laser missed and struck a support pillar, separating me from the others. Just then I heard Max groaning barely avoiding it as the girls gasped.

"Get grandpa out of here!" I ordered before dashing towards the criminals and transformed into an alien.

"What are you doing?" Kate asked as Lucy and Gwen went to help Max get up.

"I'm gonna take them down." I pointed out the obvious with my gruff voice.

The leader's lackeys returned with bags full of money before they heard a whistle and spotted me in my tetramand (Four Arms) form slamming all four of my massive arms down and causing a minor earthquake in the ground and air pressure erupted from the ground with enough force that sent them all flying. Instead of an unfocused ripple attack, my mana manipulation allowed me to make it into a devastating trail that wouldn't miss my targets.

"Go!" I shouted to my family as they ran for cover behind the Rust Bucket. "You too, Kate. There might be more of them, so I need to help while I'm busy with these three."

Finding reason in my argument, she finally nodded and went after the others.

Looking to see the security guard stumble out of the recently damaged truck dazed, he eventually noticed the image of a gigantic red alien in front of him.

"Run to somewhere safe!" I commanded him as my two sets of golden eyes flashed green for a moment.

The guard just nodded and rushed away, not saying a word about it.

Suddenly, I was struck by the leader's cannon beam, however instead of being sent flying, I managed to stand my ground unfazed by the scorching heat. "Is that the best you've got?"

The leader fired her cannon again, but the results weren't different from the first time.

I couldn't help but sigh in disappointment, completely unharmed due to my alien impervious skin and magical aura shielding me completely. "Then I suppose it's my turn."

Jumping several meters above the ground, I eventually landed while slamming the ground between where the thugs were standing, sending them all flying back again.

Two of them landed in a heap by the truck as I walked over to them and lifted them with my lower set of arms while using my upper two arms to remove their helmets, revealing that they were actually women.

"Girl power, heh?" I mocked their effort. "Not impressed."

As if still confused by being thrown a couple of meters in the air, their leader shot me again in the back, though as it was already clear that did little to harm me.

So this one is the infamous biker robber, Rojo.

"Well isn't that sweet." I said before slamming the thugs I had in my grasp together, easily knocking them unconscious. Glaring back at Rojo, changing back to my human form. "I will give you a chance to surrender."

Rojo was shocked after seeing that the red hulking monster was actually just a kid, but after she steeled herself, the woman foolish prepared to shoot me in what she imaged to be my most vulnerable form.

Despite the risk I unnecessarily put myself in, I just sighed in displeasure before immediately turning into my Kinneceleran (XRL8) form. "Disappointing, but not unexpected."

In a flash I sucker punched her with sufficient force to easily knock her out before taking all the criminals I had defeated to somewhere safe in hyper speed.

Far away from the place I had fought the gang, drones similar to the ones I had faced when I first got the Omnitrix appeared and started firing lasers indiscriminately.

"Pathetic." I looked at the Vilgax latest attempt at recovering his prize in boredom as I finally came back and shifted into my Petrosapien (Diamondhead) form and shot small projectiles at their weakest points.

The projectiles by themselves wouldn't have been enough to severely damage even less to incapacitate both droids, but the catch with my attack was that they weren't regular shards of diamond that served mainly as projectiles. As each special shard embedded themselves into the alien technology circuitry, both droids started to be enveloped by similar minerals from inside out, shutting them off while not completely destroying their technology.

Morphing into my galvan form, I quickly proceeded to properly dismantle the droids, while also disconnecting them from Vilgax's control, immediately coming up with ideas of how to put its improved tracking system and biological fusion to good use.

I then looked up to the sky with a glare, knowing that just outside of the planet's orbit and inside the Chimerian Hammer, Vilgax must've been just informed that the droids he had sent had failed again.

But knowing that with his physical recovery advancing accordingly, the infamous overlord mustn't be that much concerned with this lost, being instead much more focused in keeping track over me and collecting more data on my fighting pattern.

We both knew that our clashing was inevitable, that's why mr.squidface there wasn't the only one preparing for it.

After returning to check on both Max and the girls, I bought myself sometime by insisting that grandpa rested a little after the commotion of today. The hardest part was making a credible excuse to absent myself for a while without making them all suspicious about it.

However, since I'm nothing if not resourceful, I eventually got the window I need to put my latest plans to motion.

Took me just a while to get at one of the many safe houses I had established ever since I got my hands on the Omnitrix and managed to unlock the master control feature, all of them being well hidden from any unwanted attention precisely because it was here where I've been hiding my real exploits from each encounter I've had up until now. Things were running even more smoothly now that I had access to both my Nosedeenian (Buzzshock) form and the original specie itself in order to afford the immense eletric bill necessary for everything to work accordingly.

In any case, I was finally able to devote my attention towards the three criminals I've captured earlier this day, as the trio was completely powerless to offer any resistance, I almost felt bad about it.

Almost.

Had I not brought them with me, these bikers' utility to me would've certainly been wasted in jail, especially after being denied the first contact with superior alien technology.

Rojo was your stereotypical tough gangster girl, with maroon hair, pale skin and brown eyes. Besides her gothic make up and ear piercing, she wore the basic set of brown jeans as well as a gothic black jacket, belt and choker necklace, along with a grey shirt and gloves.

Wasting no more than a few seconds in analyzing Rojo's companions, I returned my focus on their leader.

And from what I recalled she was a selfish, greedy, violent and amoral tomboy who is not hesitant to attack innocent bystanders simply because they annoy her, even if they were children or elderly people.

'Hmm… they sure made this so much easier for me.' I thought while glaring at them.

Rojo definitely does not like being bossed around and originally only followed Vilgax's orders after he threatened to torture her.

'So if that's what will take to tame her, so be it.' I concluded before activating the computer AI I've managed to build in my spare time as a Galvan (Grey Matter) using the spare parts of the drones Vilgax has so generously been sending me.

[COMENCING MERGING SUBJECT WITH AQCUIRED MECHADROID]

I heard it announcing.

The process was just I had anticipated immensely painful, and probably more prolonged than it had to be just because I wanted to give her the Omniverse aesthetic, with paler skin and black markings under each eye.

The upgrade would still grant her the abilities of flight and move at superhuman speed, alongside sharp metallic claws and robotic "eyes" on her head. Both being capable of zooming in and identifying objects from a great distance away while also perceiving a larger spectrum of light; and capable of firing laser blasts much stronger than the ones she had been working with as a criminal.

She also obtained enhanced strength, to the point where she could still effortlessly destroy valuable jewelry just by holding them tight enough in her palm, as well as enhanced durability, capable of shrugging off a tank shell with no visible scratches just as her original counterpart did.

Best of all was that while in this form, not only I was able to psychically communicate with her and show her visions, just like Vilgax did, which would cause her immense mental pain if I so desired, but I could also make her switch back and forth between her human and alien cybernetic form, which reminded me of how Green Goblin influenced Molten Man from Spetacular Spider-Man.

Granted, this transition wasn't as painful as the initial process had proven to be, but it definitely didn't tickle either.

[PROCESS HAS BEEN A SUCCESS, BEGINNING RECORDS OF MARK I]

My AI concluded after running several safety checks and in depth analysis of the many alterations done to Rojo's human physiology.

"Excellent! But the first of my Negative Ten has quite the expectations to meet." I announced before turning my gaze towards the spare criminals, ignoring her confused looks of what as happening to her. "Rojo, stay put until you receive your first mission."

"….Argh!…Yes… m-ma-master!" Rojo struggled at first against my will, but eventually her self preservation instincts got the best of her.

Probably because it hurt like a bitch to even consider disobeying me.

"Good. Oh, and robot! Began the process on the other two." I ordered and watched the conflict in Rojo's face eventually disappear even after her followers began screaming in pain. "Run the same procedure and have them help expanding the security of this base. After its done, sent them to through all my other bases to accomplish the same task."

[UNDERSTOOD!]

Leaving my improvised test lab, I immediately turned into my Kinneceleran (XRL8) form and zoomed away towards one of my earlier safe houses built, the very same I had stored away the alien ship that belonged to the Limaxes.

I mean, I had dismantled and scavenged it to its smallest piece, but I doubt the jelly-heads would mind, not that they could do anything even if they minded it.

'That's what you get from messing with my family.' I told myself, not really caring all that much for the reasons I used to do what I was doing. 'Oh, and also trying to eat defenseless elderly people. Yeah, messed up big time.'

[WELCOME BACK MASTER]

The same AI from before announced as I was granted access to the underground base.

Had to admit though, reworking their ship into one I could use for myself was proven to be quite the challenge. Not because I didn't knew what I was doing, it's just that regardless of how fast I was, this process was demanding too much time out of me. Time that currently I couldn't afford while still keeping the appearances back with Max and the girls.

Regardless, I wasn't here for that project in specific.

Going past the incomplete space ship, I eventually reached a section inside my underground safe house that stored the sample of the Limaxes I had recovered after our fight.

Never really pictured myself so interested in Genetics, at least not before being reborn as Ben Tennyson, but after being in touch with Doctor Animo while still hiding my identity, gotta say that the knowledge the man had to share certainly opened many doors for me.

Prime of which allowed me to isolate singular strands of DNA responsibile for granting a species a particular strength or weakness. Right now, what I had in mind was transfering the Limax natural ability to easily share its mind through many duplicates, that and its abnormal fire resistance.

I certainly could just aim to remove its weakness against water, but the point was that it wouldn't make it that much more effective than Lucy's species was.

That's way I strived to do something else.

Pulling the sleeve I had over my Omnitrix, I mentally commanded it to run through all the unlocked forms I had until it landed on one that resembled a amorphous blob.

Yup, with all the hugs Lucy kept giving me, it was just a matter of time for me to have her interact with the watch without letting her noticing anything strange. That and the fact I wasn't in all that much of a rush to unlock her species before knowing I could somehow improve it were the reason why it took me this long to test it out before.

Fortunately, the prototype version of the watch proved not that against having its wielder messing with it.

And so, after recapping all of that, I finally ordered the Omnitrix to turn me into my Lenopan transformation. Just then, the watch sunk down into my wrist and I immediately felt all the bones in my body turn into jelly, fortunately it wasn't as painful as it might've sounded, just immensely weird. After my bones, I felt the tension in my muscles going loose all at once, followed by the melting of my skin, in less than a second after activating the watch, I found myself as a purple puddle splattered over the ground.

Took me a brief 'Sandman in Spider-Man 3' montage, and a bit of my experience as a Galvanic Mechamorph (Upgrade), to raise myself from that pitiful state and assumed the natural shape most Lenopans took whenever they weren't trying to mimick anything or anyone.

"Okay, that's cool!" I said while swirling my sludge mass in order to assume my human form, I even managed to alter the badge all of my forms had in order to resemble the Omnitrix in my left wrist. Suddenly a question came to me as I raised my hands. "Can I use my Anodite abilities while in this form?"

As my palms glowed green, a big smirk appeared on my face.

Testing out my physical abilities, I was completely floored by how much stronger I was if compared to my human form. "Wow, don't tell Lucy has been holding back all this time! … hmmm… no, knowing her I thinks she just doesn't realize her potential. I mean, does any other Lenopan do?"

Running around, crawling on both wall and ceiling, and making certain parts of my body denser was almost enough to make me go on a inner debate if I should ever go back to my human form and just have this as my default form.

Especially now, after adding the individual strands of DNA that granted the Limax both fire invulnerability and independent body duplication, all thanks to how compatible their Amorphous physiology was to one another.

Hell, even the species natural weakness like electricity and freezing temperatures were something I would also have to keep in mind in my human form.

However, I was still not convinced that these benefits were enough to risk having Lucy exposing me to everyone. Which means that its only a matter of time before I can properly introduce this new form of mine to her, which I'm sure she will have a blast with it.

Leaving a piece of my sludge behind before I turned back to my human form, I was satisfied in learning that similar to my crystals from my Petrosapien (Diamondhead) form, the same applied to it. Not only that, but all of my mud clones were still standing even after my transformation.

Oh yeah, from now on call me Naruto Uzumaki, because now I can throw one thousand clones at my enemies.

Sure, it was substantially better than my eletric clones from my Nosedeenian (Buzzshock) form, but not on the exploitable potential that was the Sonorosian (Echo Echo) clones, the same that could all individually turn back to human form and assume other transformations from there onwards.

Or was that just one of the many bugs of the ultimatrix?

Meh, I will figure it out when I get there.

Next, I began quickly revaluating all the alien DNA samples I've managed to acquire up to that point.

The Krakken's I named Ganic Lagorge, which sadly was the only thing I could do for now, given its level of sapience prevented the watch from assimilating its DNA. So I save it instead for my Nemetrix project.

After that, I had collected the DNAs of each alien mercenary that I fought against, most of their strengths rellied basically in the fact that they were better than humans.

Though a few unique traits were at least interesting, Sotoraggians (Six-Six) had extra limbs on each shoulders, however nowhere near strong enough to compete with Tetramands, Pisccis Premann (Kraab) was the crab equivalent to my Piscciss Volann (Ripjaws) form. As for the Yautja, well… it had my nostalgia going for it.

Now, on a more serious note, what interested me the most about these mercenaries was the tech I was capable of scavenging. Besides the improved weaponry, I got interested in Six-Six's mechanical appendages and jetpack, Kraab's Protoplasm Freezing Spray and rotating legs.

Last but definitely not least, the Yautja had the most amazing toys, wristblades were iconic, but not that hard to replicate, a self destruct device which I managed to neutralize beforehand, a couple of smart discs it never had the chance to use against me and the iconical plasmacaster. Sadly I found no trace of the unique whip some of them were know to wield, especially because since it was made from a xenomorph tail, I was somewhat hopeful that I could extract a dormant DNA sample for my Nemetrix project.

But it's not like I could put it to immediate use anyway.

Those three forms were a good addition if I ever need to infiltrate amongst their kind, but for now, I had much better options to play with.

Speaking of options… yeah, similar set up I had with Lucy, I eventually got lucky with Kate, not in that way. I just let her touch the watch out of curiosity and eventually the Omnitrix was capable of analyzing her special physiology.

Not sure if the fact that I've unlocked something proves that Osmosian really are a thing, at least in this reality, or if the watch has suddenly proven able to make transformations out of mutants.

Either case, I was happy with the results. Kate's DNA might be the key for partial transformations I had been working around in my mind, inspired by what I recalled Ultimate Ben was capable of achieving.

Going on a weird tangent, this form was basically me with several wrinkles spread around my body, two pointy ears and four small horns in my head. Which I guess sort of gives weight to the idea of existing someone name Aggregor somewhere out there in space.

Since my time was officially up, I locked everything up and once again broke the sound barrier while running in my Kinneceleran (XRL8) form, just so I wouldn't keep everyone else waiting any longer.

As I spend some time checking on Grandpa's health, while also making sure everyone heard the fake radio transmission about the gang of biker responsible for attacking a security truck being apprehended by the police, we all hit the road once again.

This time, I was looking forward to collect a minor paycheck on the way and also have a few laughs in a circus that was about to make its debut.

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[LAST LAUGH]

On a boardwalk, two criminals walked down a ladder to a rowboat so that they could make their escape. One had on a white tank top, black pants and a red beanie while the other had on a black long sleeved shirt, blue jeans and a black beanie on.

"Knocking over that yacht was a piece of cake!" The white shirt criminal said as he and his partner laughed hysterically. But as he looked over the side of the boat, he saw a pair of green eyes in the water suddenly flash open and stared straight at him.

Suddenly, a clawed white hand with green webbing shot under the water and pulled him overboard. His partner then looked over the edge seeing the water turn red before Ben suddenly shot his Piscciss Volann head out of the water and advanced towards him.

The criminal panicked at the nightmarish angler fish humanoid as he ran up the ladder and tried to make a break for it. But Ben laughed menacingly as he caught the man with some water tentacles he manipulated with his green aura.

"Sucks to be you." Ben muttered as he dragged the last man down the water as he screamed in panic.

Neither the criminals nor what they stole had been found by the cops. The common sense was that they had somehow escaped.

Later, in the Rust Bucket, Ben and Lucy were watching a sci-fi movie on his laptop with a smile in contentment as Kate 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.

Both Lucy and Kate then shot up and looked indifferent at the mention of the circus.

"I haven't been to a circus since I was a boy. Sounds like fun." Max joined in.

"I love the circus!" Ben admited.

"That's because you belong in one." Gwen chuckled. "I mean, come on, you are already running an entire freak show."

"He's not a freak!" Kate said in Ben's defense. "Besides, I'm good. I've gone many times to the circus back home."

"Lucy?" Max asked. "I thought you of all people would be interested in having a good laugh."

"No thanks. Circuses are kid stuff." Lucy said nonchalantly, pressing Ben to resume their movie.

"Hello! What are we?" Gwen argued, a still awkward after Kate cut her off. "Especially you?"

Kate then shut the video game off and yawned. "Can I just skip it? I'm not that good with people laughing at others because of their appearance."

"I guess you could stay." Max said with a confused look. "Lucy, will you join us?"

"Sure." She eventually said, before whispering to Ben what was a circus all about.

The Rust Bucket eventually parked by and everyone but Kate walked towards the circus with carnival music playing in the background as Max took in the surroundings.

"Ooh, looks like the entire town showed up for the show." Max said. "A pity that Kate will be missing it."

"Don't worry grandpa, I will be recording a bit of the experience in case she wants to watch it later." Ben reassured his grandfather while displaying his video camera.

"Great idea!" Lucy quickly said, only for Gwen to sigh in annoyance.

The four of them noticed the posters of clowns plastered on all of the walls of the tents, ignoring the piercing eyes of the clowns staring right into their souls.

"Let's hurry up before they are all sold out." Gwen alerted them after noticing how many people were there. "I would hate to waste our time."

Just then, a spotlight shone down on the ringmaster who announced the clowns with an air of excitement. "Step right up and see the incomparable freak of nature whose strength knows no bounds: Thumbskull!"

A hulking figure of a clown walked out from the darkness. He was a large muscular clown whose head looked like a giant thumb, right down to the toenail figure on the crest. Carrying a rather large crowbar, he grunted as he bent the bar over his neck with seemingly no effort, causing the crowd to 'ooh' and 'aah' in wonder.

Thumbskull then tossed the bent bar up into the air where it was caught by another clown. She had pale skin, a slender body, black circles on her cheeks, a black tight-fitting jumpsuit and five orange tentacles for hair. She also wore flat shoes and used her hair to handle the bent bar with a smirk.

"And presenting Frightwig!" The ringmaster announced. "When this beauty lets down her hair, no telling what could happen!"

Frightwig then used her hair to bend the bar even further into circles before she placed it on an anvil.

"And last but not least, the freak whose unique skill is as vile as his attitude: Acid Breath!"

The third and final clown walked out from the dark...and he was easily the most freaky of them all.

He had pale skin and red eyes with different-sized pupils, alongside little bits of straight black hair poking out of the top of his head. His outfit was black with bright yellow stripes on his arms and he had a little bit of a hunchback. Wearing a gas mask over his face that he soon removed to reveal green gums with most of his teeth missing.

The girls felt like they were about to puke as Acid Breath breathed outwards, letting out an absolutely putrid breath that melted the beam and the anvil along with it, leaving the rest of the crowd impressed.

"Gross!" Gwen said while covering her mouth.

"Yeah!" Lucy joined it. "How about you show him who's the boss Ben? Turn into that insect looking alien and then…Ben?"

Both Gwen and Lucy then noticed Ben's absence.

"Well, would you look at that, don't tell me someone's afraid of clowns." Gwen announced proudly with her arms crossed.

"Grandpa, where's Ben?" Lucy asked Max while ignoring Gwen's provocation.

"I guess he went to buy us food. I'm sure he will meet us inside." Max replied, slightly dazed for some reason.

"Okay." Lucy accepted, still a bit unsure of it as they all walked forward into the main tent.

————————————————————————

Meanwhile Ben walked to a clearing and saw a sign that said 'Keep out.'

—MC'S POV—

Looking through the slight gap in the curtains until I saw a rather large looking clown in front of the mirror, I eventually heard him practicing his lines.

He had red hair and pale skin. His jumpsuit was striped purple and grey, matching his bow tie, wearing big black shoes, fingerless gloves and a top hat.

"Howdy folks! Are you ready to laugh?!" Zombozo said to his reflection. He then licked his teeth with his rather long and freaky-looking tongue. "Perfect. You're gonna knock 'em... dead."

Stepping inside the tent, I immediately heard the clown acknowledging my presence.

"Hey Buddy!" Zombozo greeted me with a wicked smile. "Don't tell me you've gotten lost from your family."

"Actually, I've been looking for you." I told him in a confident manner that clearly caught the clown by surprise.

"After me? Hehehe." The wannabe Pennywise dismissed my confidence for ignorance. "And what for? How can good old Zombozo help you?"

"I've come to ask you a few questions before your show is over." I told him, easily gaining his curiosity.

"Alright big boy, make your questions. But after that you will have to hear one of my jokes." He replied with a grin.

Ignoring his veiled threat, I suddenly asked. "What are you?"

"W-what… you want to know what I am?" Right then the clown before me dropped his smile for a brief moment before smiling once again. "I'm a clown! Duh! Hehehe! Any more questions?"

I finally lost my pacience and went straight to the point. "No, you misunderstood me, I meant what are you exactly? Are you a zombie? A vampire? A mutant? Someone cursed? Or perhaps a alien?"

Zombozo went dead silent for a moment, my words probably shocking him.

As he remained speechless before me, I eventually got tired and sighed. "Don't tell me you don't know. That's disappointing, but I guess we will have to find it out later. I also have plenty of questions of how you built that machine of yours."

The emotional vampire shook his head in order to better recover from his surprise. "What do you mean by later? And how do you know about my machine?"

But instead of answering his questions, I had my appearance assume the muddy texture I've come to expect from my Lenopan form and tackled the clown.

Being stronger than I had first anticipated, the clown almost shook me off immediately, however, I easily regained the advantage once other replicates of myself came rushing from multiple directions of the tent we were inside, all working together to restrain him long enough.

Before Zombozo had the opportunity to make use of his confetti teleportation or any sort of illusions, my real body permeated through the ceiling and descended upon him, this time however, I was transformed as my Ectonurite (Ghostfreak) transformation.

"Lights out, clown!" I announced in my whispering voice that was followed by a gasp before I began the process of currupting him into another Ectonurite.

The hardest part was managing his screams.

————————————————————————

Back with Gwen, Lucy and Max…

"Ladies and gentlemen! Children of all ages!" The ringmaster announced as the crowd all gathered in the main tent to watch the show. "The Circus of Laughter is proud to present the Sultan of Smiles, the Crown Prince of Chuckles, the Rib Tickler himself, the star of our circus: Zombozo the Clown!"

A tiny pink clown car drove into the tent's area and screeched to a halt as someone resembling Zombozo stepped out of it and presented itself to the crowd.

The crowd in front of him laughed hard.

The car drove away on its own, honking its horn before it turned back towards Zombozo who smirked at it before giving it a 'bring it on' gesture with his hand. The clown then reached into his sleeve and pulled out a red bullfighters cape before the car zoomed in and hit the car before it burst into confetti with a poof, causing the crowd to laugh at the trick.

"If you love clowns, then this is the place to be! If you are not careful you're gonna die laughing! That's a Zombozo guarantee." Zombozo announced as the crowd laughed. "I was never very good at math. But I believe I have your undivided attention! Now how about some volunteers!"

The crowd continued laughing hard as the show went on and they kept witnessing memorable stunts that left everyone wondering about how did he managed to pull it off.

"Meh, this clown isn't all that funny. But the effects are decent." Someone resembling Ben said as he sat next to Gwen, sharing some food with her and the others.

"Where's my cotton candy?" Gwen suddenly asked.

"Well, excuse me, I just have two hands to carry everything." Ben chuckled at her raised eyebrow. "You understood me. We will got get some candy later. First I will be checking on Kate if everything is okay."

————————————————————————

Back with Kate at the Rust Bucket…

"So you decided to stay here because you are afraid of clowns?" A clone Lucy left behind finally asked Kate, who though she had left the others to make sure she was okay.

"I'm not scared of anything. It's like I've said before, I just don't dig the whole freak show." Kate explained. "People laughing at others because they are different pisses me off."

Lucy was about to say something when they both heard a crashing sound like glass shattering. They then immediately looked at each other and exited the RV to investigate.

Much to Lucy's surprise, they saw Thumbskull, Frightwig and Acid Breath looking at each other in front of a jewelry store window, which they obviously shattered.

"Whoa! The freaks are felons!" Lucy said in a whisper.

"Don't use that word!" Kate stated. "They are just criminals."

Thumbskull walked into the store whose window he shattered and gathered all of the jewels in his hands.

Acid Breath walked to a car and used his breath to melt the roof off the top and then he pulled the radio out of its socket.

Frightwig then walked in front of the bank's ATM and stabbed her powerful hair tendrils into the wall and pulled the ATM out of it, sending cash flying everywhere as she laughed maniacally. "It's payday!"

The girls looked at each other and nodded.

"Time to play." Lucy said as her appearance shifted into her muddy form.

"Really? You've got powers too? Oh I forgot Ben had mentioned something about it. Heh." Kate questioned as she picked some coins from her pocket, slamming her fists with a clank as they became solid metal. "Don't mind me then."

"That's cool, Kate!" Lucy complimented her. "Wanna bet who takes more bad guys?"

"You are on." Kate grinned back.

As Thumbskull walked across the street, carrying two televisions in his arms, he gasped in surprise when both Lucy and Kate landed on top of the car he walking towards.

"Hey look! More freaks!" Thumbskull said to his colleagues, while he backed up a few steps.

"Says the pot calling the kettle black." Kate then growled and sucker punched the strongest freak of the bunch while Lucy ran towards the other two.

She shot a mass of mud at Acid Breath, trying to restrain him. Frightwig tried to retaliate by wrapping her hair around her, but to no avail as Lucy was too much of a slippery mud girl.

Kate then jumped on top of the getaway car and tore the roof open, letting the cash and valuables loose as he topped it over.

"Hey, no fair! That's our stuff!" Thumbskull shouted, sounding like a overgrown brat.

"No kid is going to steal our loot." Acid Breath said, struggling against Lucy. He then breathed out towards her before she rolled out of the way and the breath melted the asphalt. "Get them!"

The pair landed between the freaks and Lucy swept Frightwig off of her feet with a similar hair tentacle before the woman looked back at the two girls causing so much trouble, snarling wildly.

"Don't just stand there like a sore thumb." Acid Breath told Thumbskull. "Go get the boss!"

Thumbskull nodded awkwardly and ran off as his partner ran to engage the girls. But as soon as he went far enough away from everyone's sight, Thumbskull was caught by a giant insect.

"W-what?! Another freak?" The man baby shouted. "What are you doing?"

"Disposing of a spare." The Lepidopterran (Stinkfly) revealed with a high pitch voice.

Being confused for a moment, Thumbskull began shouting in fear as he noticed the heights they had reached.

"If you survive I might have some use for you." The giant insect said.

"What do you mean by if?" Thumbskull asked before being dropped mercilessly.

Kate and Lucy had the other two circus freaks pinned down as they smirked at them. Suddenly, with a loud shock, Ben landed in his Tetramand (Four Arms) form.

"I was wondering if you hated the circus that much that you were eager to pick a fight." Ben said. "And Lucy… though you were enjoying the show. Care to explain?"

"Ben!" Lucy recognized him. "We are fighting crime!"

As Ben raised a metaphorical eyebrow, Kate added. "Tennyson, these guys were roaming around stealing stuff."

"If they are using the circus to steal stuff…then…" He faked shock.

"Gwen and Max!" Kate understood as Ben offered to carry them away.

Back with the circus, it had ended about an hour earlier than anticipated and everybody working in it had left. Strangely enough, the circus and all of its stands had suddenly vanished.

There were discarded popcorn boxes, soda cups and cotton candy sticks all over the floor. Candy wrappers flew through the breeze. Everyone was walking slowly and laughing weakly, including Max who was sitting on one of the bleachers.

Ben and the girls ran over to the seemingly oblivious Max.

"Grandpa!" Ben said as he shook him as he continued to chuckle. "Grandpa, are you in there?" He asked as Max looked at them with a faint green glow in his eyes.

"Oh, Ben, Lucy…Devin…hmm… Kate?" Max said, stopping his laugh. "Where'd you two go?"

"Where'd we go? Where'd the circus go?" Lucy asked as Kate widened her eyes in shock.

"Oh, I'm not so sure?" Max said as he looked to his side. "I remember Gwen and I were laughing with you at the show after Ben went to check on Dev… Kate. It was so funny, wasn't it?" He then briefly dozed off.

"Wait!" Kate realized. "Where's Gwen?!"

"Grandpa." Ben said, putting a hand on his shoulder. "Are you okay? Do you know where Gwen is?"

"I just feel kind of glum. That's all." He then started chuckling again. "Gwen is… she is…"

"Why are you smiling?" Lucy asked as she approached him. "That's it. Time to do things my way."

"How do you plan to do that?" Ben asked.

"Did you forgot, Ben? I've been practicing with my powers non-stop since the Krakken incident. One of them is multiplying myself." Lucy said as she closed her eyes and tried to communicate with her clone that had been taken alongside Gwen. "All I'm getting is a dark place filled with people laughing." She then broke the connection and looked back as she put a hand to her head. "I know which direction to go."

Right then they all went back to the Rust Bucket.

Meanwhile, someone resembling Zombozo was driving a getaway truck away from the area with an annoyed expression. "You just can't find good henchmen these days!"

Both Frightwig and Acid Breath were silent besides him.

The clown gave a faint smile recalling that he had grabbed a few still-laughing hostages for a snack. With Gwen and Lucy's clone among them.

Little did he know, the Rust Bucket was hot on his trail as Ben, Lucy and Kate followed him. With Max resting on his bed.

"Zombozo must have zonked out the entire town during the show while his freaks robbed everyone blind." Lucy said.

"I don't think it's that simple." Ben replied. "Max was at the show the entire time and he doesn't appear to have any kind of energy left. At least none that I'm able to pick up."

"But why kidnap Gwen?" Kate asked before turning to Lucy. "And her… clone."

"I don't know." Ben lied as he drove the RV ahead. "But don't worry, you two. We'll catch that clown."

"Yeah." Lucy chuckled as she rubbed her hands together. "Who would be afraid of a silly old clown?"

Kate just gritted her teeth, as the air became more electrical around her.

"Kate, what's bothering you?" Ben asked as the girls looked up at him.

"I just hate to be called a freak. And seeing people like that clown letting the crowd laugh at his underlings, it just makes me angry." She revealed crossing her arms.

"Don't worry." He said while still watching the road. "I won't let anyone call you a freak."

"So... sad." Max suddenly said. "So very very sad."

"Grandpa, what happened inside the big top?" Lucy asked, approaching him. "I can't recall anything after Ben left."

Max flashed back as he tried to remember what happened.

"The crowd was laughing hard inside the Big Top as they watched the show. Suddenly, green ghost-like creatures started floating out of their bodies and they went flying into the that clown named Zombozo." Max grasped his head with a grunt. "I remember the clown saying that he loved the sound of laughter, that it feeds his soul somehow."

"Guys." Ben suddenly spoke up. "I think Zombozo robs people of more than just their possessions. I think he steals people's happiness. Until there's nothing left."

Lucy gasped at the realization. "He's a vampire?!"

The Rust Bucket had just arrived at the abandoned fairgrounds and the kids sneaked behind the large crates as Ben gestured to the others as he looked and saw Frightwig and Acid Breath carrying some crates.

"I think that those crates carry the stuff they robbed." He especulated.

"Let's go!" Lucy announced a bit too loudly, catching the attention of the remaining Circus Freaks. Frightwig snarled as she looked to see the girls brace themselves for battle.

"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.

Both Lucy and Kate ducked as Ben instantly transformed into his ectonurite (Ghostfreak) form.

"You never make this easy, do ya?" Ben asked with his voice being half whisper half gasp before flying away. "I'll leave the henchmen to you, girls. I will go after Gwen."

"Come on Tennyson, leave a bit of the bad guy for us too." Kate argued to his retreating image.

"Don't worry. I'm sure Ben definitely has this." Lucy said. "It's just a guy with a red rubber nose and big shoes. Nothing he can't handle."

"Actually, he has a blue nose." Kate remarked. "But that's not my point!"

"Yeah, whatever, let's show this guys our first encounter wasn't mere luck." Lucy interrupted before rushing in.

"Alright! Let's do this!" Kate said as her eyes flashed brightly and she shot an electrical discharge at their opponents. "Ready for round two?"

Frightwig laughed and danced while using her powerful hair to launch several crates at the attack and Acid Breath used his powerful breath on Lucy.

"I don't know what you are, but I'm gonna melt you apart!" The ugly man threatened her.

"You wanna play? Game on!" She shouted as she morphed her clothes into a baseball uniform. She then fired several baseballs that battered Acid Breath right in the face and knocked him unconscious.

Frightwig glared as she deflected the baseball's Lucy shot at her.

"That's all you got?!" She shouted as she saw a flash of light coming from behind before it hit her.

"We're just warming up, lady." Kate said as she cracked her metallic knuckles.

Frightwig glared as they exchanged blows, she whipped Kate who grabbed her hair with her metal hand and yanked her in delivering a strong uppercut which left her dazed before Kate tackled her, sending them crashing into a ton of crates.

As Kate rose up victoriously, she and Lucy went after Ben.

"This way." Kate said as her fists turned back to normal and the girls walked up to the main tent.

The two looked around, always vigilant for Zombozo and Lucy walked and saw a mirror and was shocked as she stepped back and came to the realization.

"Oh great. Haha. Now I'm the one afraid of my own reflection." She chuckled.

"Let's go." Kate said as she dragged her nto the house of mirrors.

"You know he's leading us into a trap, right?" Lucy asked.

"Counting on it." Kate said as they wandered inside after breaking so many mirrors their luck would take quite some time to recover completely.

Soon after, they found Ben carrying a still recovering Gwen.

"Are you okay?" Lucy asked concerned.

"How did you defeat the emotional vampire?" Kate questioned, a little annoyed she had lost the fight with the final boss.

"Just scared the shit out of him." Ben replied, more concerned with his unconscious cousin. "He literally exploded in a puff of confetti. It seems I got the last laugh."

"Okay, that kind of freaks me a little." Lucy said with a faint smile. "You are kidding, right?"

"Wha….?" Gwen asked as she finally awoke. "Oh, guys. Hey, where's that cotton candy?"

The Rust Bucket quickly left the fairgrounds as they discovered that both Max and Gwen had recovered to their former selves, however the Circus Freaks had somehow managed to escape.

"Are you feeling okay, grandpa?" Ben asked as Max smiled at them.

"Happy as a lark." Max said. "Today sure hasn't been how I had planned it to be, but I'm glad you are all safe."

Gwen immediately joined in. "I still can't believe what you guys are saying. It's all a bit too…"

"Unreal?" Lucy guessed her next word. "Just another days of work for your superhero team."

Gwen clearly wasn't taking it well the fact that she kept being the damsel in distress, but to her credit she never openly complained about it. Right then Ben was guessing that it was almost about time that he present her with some magic tricks in order to feel more useful.

"Grandpa, what will be our next stop?" Gwen suddenly asked, trying her best to not dwell in the past.

"I was planning to show guys some of the Louisiana charm. They have great music, food and history." Max revealed before they all continued their trip.

————————————————————————

During one of the many stops the crew made before reaching their next destination, in a castle of some kind.

A man dressed up as a crowned knight with a cowl, armor and an elaborate golden mask was sitting at his laptop talking to a mysterious figure over a video chat.

The knight's name was Enoch, an influential leader of his faction of the Forever Knights, a faction that has gained quite the prestige amongst the order after successfully gathering a myriad of alien technology.

However, the past month had been exceptionally good for their ascension.

"We're more than pleased with your recent contributions to our organization." Enoch finally said to the figure responsible for that same improvement.

"I'm truly grateful for being capable of contributing to the order." The figure replied with his usual modulated voice. "Hope the good doctor is behaving well."

"More than that, his research is nothing short of brilliant." Enoch remarked with a nod.

The mysterious figure then showed the knight a photo he had. "You see, I've got these two mutated beings that I'm sure Dr. Animo would be interested to work with. One seems to have some sort of natural physical enhancement while the other is capable of producing highly toxic and corrosive breath from his mouth."

"Remarkable species indeed." Enoch observed. "Where should I send my men to retrieve these… mutants?"

"I will be sending you the coordinates." The mysterious figure replied.

"Very well. Your payment has already been sent to the same account as before." The faction leader announced.

After finishing the call, he immediately sent his men to recover the new test subjects.

Later on, somewhere else in the same facility.

Two scientists in hazmat suits walked into Dr. Animo's lab, bringing what remained of Thumbskull and Acid Breath in gurneys, the second having to be heavily sedated in order to be kept in check.

"What curious being you've brought me today, I will immediately run some tests on it." Dr. Animo replied with a satisfied smile as he inspected Acid Breath. He then came across the remains of Thumbskull. "What is this?"

"Report says it's a sample of flesh from a mutant with enhanced strength and durability." One of the scientists informed him.

"The freak probably resisted capture." The other remarked. "Poor bastard."

"Alright." Dr. Animo concluded before moving on to analyze the mutant material in his lab.

————————————————————————

—MC'S POV—

After killing two birds with one stone, I was left with the other two freaks I managed to get under my control.

"Aaaaaah!" Zombozo struggled against my control as the Ectonurite (Ghostfreak) veil still encased him. "I've done everything that you ordered me to do… I've told you everything I knew…everything about my machine…argh! Why won't you set me free?"

Noticing that my watch had just finished glowing yellow and a new silhouette appeared to me, I turned to face the poor excuse of a Stephen King's character. "Well, look at who just became redundant."

Turning into my Ectonurite (Ghostfreak) form, I pull back my hood, clamp my jaw around my victim's mouth and begin the maddening inducing process that was consuming someone else's soul. My Ghostly Kiss, as I've nicknamed it since it reminded me of the one performed by the Dementors in the Harry Potter stories, could've been considered to be a punishment worse than death.

My victims were left in what I could only describe as a 'Persistent Vegetative State': empty shells that were still alive but irretrievably 'gone'. As far as I was able to test it, it was impossible to return from it, even as a ghost, for the Kiss consumed a being's very soul.

Sure, one could still exist without their soul, you know, as long as their brain and heart were still working, even then they would require constant care. And you'll have no sense of self anymore, no memory, no...anything.

Releasing the lifeless body of the clown that had just recently planned to go on a spree around major cities to accomplish basically what I've just done to him, noticing how Frightwig squirmed in absolute terror as I reached to touch her.

"Now, you…you might still have some utility for me." I said with my whispering and gasping creepy voice as I raised her head to look me straight in the eye. "I now give you a choice. Refuse me right now and I will give you a clean death, or…swear to me your undying loyalty and I will let you live. But…" I grasped her face with my sharp claws, easily drawing a bit of blood from her beautiful cheeks. "If you choose treachery, if you swear fealty now only to later betray me, know that you will die… screaming and wishing that I had granted you the same death that I had granted your previous master." I let my threat linger for a while longer before finally asking her. "So… what's your answer?"

"I-I-I … I s-swea-swear m-m-my un-u-undyng dev-otion t-to youuuuu ma-ster!" The woman told me in a pitiful state as her tears began ruining her distinctive make up.

"Good enough." I said while giving her an eye smile, before suddenly dragging her through the ground floor while making her intangible. What a haunting experience it must've been for my newest recruit.

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(30/06/2021)

(15/07/2021)

(19/11/2023)

*Hey there! Thanks for reading my work! I hope this chapter is of your liking. I tried to have Levin be an ally from the beginning without making it too out of character. Honestly, even the original Kevin, I don't know why he hadn't accepted Ben's peace offer. As for the mind manipulation, I was aiming to make it subtle, but I've been receiving some feedback that it was too subtle to properly understand.

And yes, Lucy is taking the original Ben's place as the young prankster.

Sorry if you expected more of it. 😅

Any ideas for powers, adventure arcs and girls are more than welcomed. I might not use anything, but you will have my gratitude for trying.

If this chapter is a mess of grammatical errors, please wait, I'll promptly try to fix it. But for that I need your feedback.

Thanks as always for your time, hope you have a fantastic day and please stay safe.

Bye.

** Like always, the next update might take quite some time to come. 😓

*** Is my MC acting unnecessarily evil? I personally feel like it suits the character I'm building, but I'm open to all sorts of criticism.

**** Should I slow down with the series episodes? Have a special chapter just to flesh out the characters? Or slowly build them in between the adventures?