Something Zombozo This Way Comes

Something Zombozo This Way Comes is the forty-first episode of Ben 10: Omniverse.

Plot
At Burger Shack, Ben is complaining about how it's been two weeks since aliens threatened the Earth or others tried to kill him. Rook replies, saying it's a good thing that any danger hasn't happened yet and tells Ben that he should be happy that the people of Earth have nothing to be afraid of. At a different location, the Circus Freaks are seen with Zombozo, with Frightwig asking if Zombozo's invention will do anything. However, Thumbskull notices that Zombozo isn't looking well and Zombozo can be seen looking weaker in appearance. Frightwig reminds Thumbskull that Zombozo feeds on fear and Acid Breath says that thanks to Ben, the people of Earth have nothing to fear. However, Zombozo promises that he'll give something the people will fear.

Back at Burger Shack, Ben and Rook are busy playing with their a massive pile of chilli fries. Rook manages to swipe at the chilli fries without making it fall, but Ben grabs onto a chilli fry and the food stack falls over. Ben suddenly notices the sky being covered with strange, purple clouds and excitedly runs off, with Rook following behind. In the Proto-TRUK, Ben is remarking how he hopes that Billy Billions has teamed up with Albedo or that the Incurseans are trying to take over the Earth again or even a whole race of Alien X's trying to take over every dimension. However, Rook believes that the source is coming from the nearby circus and parks the Proto-TRUK there. Ben is still hoping for something like a rogue Way Bad or even Vilgax, but is quickly disappointed to find just a normal circus. Rook doesn't believe that anything is happening much with the circus, but Ben sums up that a circus just appearing in Bellwood is the work of Zombozo. Ben and Rook head into the circus, but everything appears normal. Rook looks up Zombozo's profile (with his real name being Herbert J. Zomboni) and says that Zombozo is still being held up at Plumber Headquarters. Ben decides to head out and look around and Rook believes that Ben is doing that due to his fear of clowns. Ben says he isn't afraid of them anymore and heads outside. Ben walks around and nearly steps on fake teeth. Ben asks Rook if anything is happening, but Rook is just simply watching the circus. Eventually, Rook walks out wearing strange facepaint and Ben believes that Rook was having fun. Rook suddenly starts blasting at Ben with his Proto-Tool. Ben sums up that Rook is a "Zombie Clown" and quickly transforms into Upgrade. Upgrade takes over a cotton candy machine and fires cotton candy at Rook, but it does not affect him.

Rook continues to fire at Upgrade, who continues to fire cotton candy back at him. Upgrade then takes over a popcorn machine and starts to fire popcorn at Rook. Rook simply dodges them and covers Upgrade with a net. Upgrade disbands from the popcorn machine and Rook fires a hookshot at him. Upgrade grabs onto the hookshot and takes over Rook's Proto-Tool. Upgrade then shocks Rook, which causes him to fall down on the ground. At Plumber Headquaters, Blukic and Driba are seen examining Rook, while Ben tells Max that Rook suddenly became a zombie clown after walking out of the circus. Max tells Ben to head back to the circus to see who is responsible, but Ben already says that it's Zombozo's doing. However, Max says that Zombozo is being locked up in his cell. He then shows Ben, but he doesn't believe so. At Zombozo's cell, Max doesn't believe that Zombozo could be causing all of the trouble, but Ben transforms into Wildmutt and exposes the fake Zombozo dummy to being Jerry tied up. Outside, Ben is seen riding on the Tenn-Speed into Bellwood and notices most of the people have turned into zombie clowns. Ben manages to drive past some, but the zombie clowns start to throw props at him. Ben slips onto pie and nearly crashes into a car but he transforms into Big Chill to avoid damage. Big Chill notices that being scared by a zombie clown doesn't turn them into one and wonders what is the real cause. Big Chill freezes the zombie clowns in their tracks before turning back into Ben. A zombie clown attempts to attack Ben with shoes, but is knocked away by a masked character who then knocks the zombie clown down. Ben hops back onto the Tenn-Speed and drives away.

Back at Plumber HQ, Blukic and Driba are still trying to figure out what caused Rook's zombie clown transformation. As Blukic and Driba are arguing, Rook spits out some false teeth and they end up biting Blukic, turning him into a zombie clown. Driba attempts to get away, but he is soon bitten himself and he, Blukic, and Rook all leave Plumber HQ. Back at the circus, Ben heads inside, where the Circus Freaks were already expecting him. Acid Breath gives Ben an introduction and Ben transforms into Rath. Frightwig catches Rath's attention and has a chair up at him while, at Max's Plumbing, Max and the other Plumbers are fighting off Rook and the rest of the zombie clowns. More Plumbers are bitten and turned into zombie clowns themselves and Max tells the others to find a way to contain them. Back at the circus, Frightwig continues to toy with Rath. Rath eventually grabs onto Frightwig and tosses her away, but Thumbskull soon starts to mess with him as well. Rath manages to toss a bunch of items, including an elephant, onto Thumbskull, but soon finds himself trying to avoid Acid Breath's breath. However, as Rath attempts to attack Acid Breath, he gets sent away by a net of rope and is launched out of a cannon by Acid Breath and out of the circus. The Circus Freaks then take out devices and start to fire false teeth at the audience, turning them into zombie clowns.

Ben heads back inside and notices how the people are turning into zombie clowns. The Circus Freaks continue to fire false teeth at the people, and Zombozo is starting to slowly regain his strength due to the screams of the people. Ben responds by transforming into Frankenstrike (though he intended on an alien that can take down a large crowd such as Ditto or Echo Echo). Frankenstrike starts to knock away some zombie clowns, but they continue to come toward him. Max and the remaining Plumbers arrive at the circus as Frankenstrike starts to fight off the Circus Freaks. However, Max is bitten by false teeth, turning him into a zombie clown which horrifies Ben (who had just transformed back from Frankenstrike). Ben has a brief flashback where when he was younger, where Max scared him by wearing clown makeup. Ben's screams is enough to restore Zombozo back to full strength and appears in front of Ben. Ben falls backwards and transforms into Eye Guy but is horrified to see more Zombozo's in his eyes. Eye Guy attempts to get away but runs into a column and transforms into Toepick. Zombozo continues to get closer to Toepick, but gets scared by his face and Zombozo's own fear destroys his machine and turns all of the people back into normal. Zombozo escapes by using Acid Breath's breath to light up a rocket, sending him into outer space. The Circus Freaks are arrested while Ben is telling Max that he is still a little bit afraid of clowns.

Major Events

 * The Circus Freaks Trio make their Omniverse debut.
 * Chrono Spanner makes his debut.

Debuts

 * Chrono Spanner (first appearance)

Characters

 * Ben Tennyson (5 and 16 years old)
 * Rook Blonko
 * Max Tennyson (54 and 66 years old)
 * Chrono Spanner (first appearance)
 * Plumbers
 * Blukic
 * Driba
 * Jerry
 * Other Plumbers
 * Mr. Baumann (cameo)
 * Bug-Lite (cameo)
 * Tummyhead (cameo)
 * Sweet-Eels Sparklefunk (cameo)
 * Psyphon's Minion (cameo)
 * E-N (cameo)
 * Julius (cameo)
 * She-Worst (cameo)
 * Natalie Alvarez (cameo)
 * Alien Kid (cameo)
 * Medic (cameo)

Villains

 * Zombozo
 * The Circus Freaks (first re-appearance)
 * Acid Breath
 * Frightwig
 * Thumbskull
 * Zombie Clowns

Aliens Used

 * Upgrade
 * Wildmutt
 * Big Chill
 * Rath
 * Frankenstrike (accidental transformation)
 * Eye Guy (unintended transformation)
 * Toepick (unintended transformation)

Errors

 * When Jerry nods at Ben and Max, his pupils and eyes are black.
 * When Acid Breath lights the fuse for the cannon, the next scene shows that the fire is not moving along the fuse, but the cannon still fires.
 * Upgrade's back was green instead of black in two scenes.
 * Toepick's hands go from covering his face to lying on his sides while he transforms back into Ben.
 * When Ben as Frankenstrike fought off the zombie clowns, the lower part of his face is entirely of the same color, rather than his lower left being lighter than the right.

Allusions

 * Rook references the Hitchhiker's Guide to the Galaxy when he says "Enjoy the lack of threat to your life, the universe and everything."
 * Ben references the show Apocalypse Now, when he says, "It's the Zombie Clown Apocalypse Now!"
 * The game Ben and Rook were playing with their chilli fries were similiar to the game called Jenga, a game where you have to take a block on any part of the building (except for the top) without making the building fall apart.
 * Many traditional circus references are made when Rath battles the Circus Freaks.
 * He references a ringmaster when saying, "LEMME TELL YA SOMETHIN', LADIES AND GENTLEMEN AND CHILDREN OF ALL AGES!"

Trivia

 * The premise of this episode reuses many plot elements from Last Laugh.
 * The title is a play on the 1965 Ray Bradbury novel Something Wicked This Way Comes,  about two boys encounter with a mysterious carnival; it was made into a movie in 1983.
 * It also may play on a line from Shakespeare's play Macbeth: "by the pricking of my thumbs/something wicked this way comes."
 * This is the first episode where Toepick actually speaks.
 * This episode reveals that Ben's fear of clowns has relapsed since being cured of it in Last Laugh and seeing Grandpa Max in clown make-up was how the fear was born in the first place.
 * This is the second time Ben has used Upgrade and Wildmutt in an episode that has Zombozo and the Circus Freaks, the first was Last Laugh.
 * According to Rook, Zombozo's real name is Herbert J. Zomboni.
 * Frankenstrike's new name is revealed in this episode.
 * This episode features a modified version of the Ben 10 Omniverse Theme song. It's now Halloween Themed, and the Ben 10 Omniverse title has "Galactic Monsters" stamped on it.
 * This episode shows that aliens have now integrated into society.
 * According to Derrick J. Wyatt, Zombozo's little bullet from the end of this episode was supposed to crash and land on Anur Transyl, but they dropped that storyline.