Last Laugh

Last Laugh is the ninth episode of Ben 10.

Plot
After Ripjaws dealt with some criminals at a dock, Ben, Gwen and Grandpa Max find their way to a circus run by a clown named Zombozo, much to Ben's chagrin. There, Ben's fear of clowns comes out as they explore. They find a freak show along the way, featuring a trio of circus freaks with incredible abilities; the acid spitting Acid Breath, the muscle bound Thumbskull, and the agile Frightwig with the power to control her hair like strong tentacles.

During Zombozo's show, Ben is too afraid to laugh and ends up leaving. His departure turns out to be for the best, since Zombozo drains the happiness of others to sustain himself. Meanwhile, Ben finds the freaks robbing the town. Wildmutt is able to beat them, but can't fight Zombozo because of fear. Ben later discovers that Zombozo has kidnapped Gwen to feed his hunger and has left the entire town in a near death state including Max.

Upgrade confronts the Circus Freaks using a baseball pitching machine to snipe them into submission. After Ben travels through a nightmare of Zombozo he sees that Gwen is on the brink of death. Finally conquering his fears, Ben transforms into Ghostfreak and smacks Zombozo around, seemingly killing Zombozo in the process (it's later revealed that Zombozo teleported to safety).

Major Events

 * Ben and the gang meet Zombozo and the Circus Freak Trio.

Debuts

 * Zombozo
 * Circus Freak Trio
 * Acid Breath
 * Frightwig
 * Thumbskull

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Max Tennyson
 * Barker

Villains

 * Zombozo (first appearance)
 * Acid Breath (first appearance)
 * Frightwig (first appearance)
 * Thumbskull (first appearance)

Aliens Used

 * Ripjaws
 * Wildmutt
 * Upgrade
 * Ghostfreak

Errors

 * When Acidbreath melts a car the windows melt as well. This is impossible because acid can't melt glass.
 * After Zombozo crashes into the Psyclown during his fight with Ghostfreak (the second time), the tube connected to his back is gone.

Allusions

 * Ghostfreak opens his chest to reveal a mass of tentacles beneath it. This is similar to the way Raven scared Gizmo in Crash and Dr. Light in Nevermore on Teen Titans.

Trivia

 * It is revealed that there are tentacles inside Ghostfreak's skin.
 * It is revealed that Max used to be afraid of heights.
 * The episode has shown certain types of phobia:
 * The fear of clowns, which plays a big part in this episode, is called "coulrophobia."
 * We learn that Grandpa Max used to be afraid of heights a long time ago, but got over it by climbing a water tower. The fear of heights is called "acrophobia", "aerophobia" or "altophobia".
 * Zombozo is shown to be afraid of ghosts and is easily defeated by Ghostfreak in this episode. Phasmophobia or spectrophobia is the term for this phobia.