After saving a State University Alumni ribbon-cutting ceremony, Ben becomes a guest of honor at the upcoming Gala, but when the cirque entertainment turns out to be Zombozo, in disguise, Ben must not only has to defeat the evil clown but his new sidekick, Pirouette!
Plot[]
At State University, Team Tennyson exit the Rustbucket, all except Ben wearing fancy outfits. At the entrance of a Gala, the scaffolding two construction workers are working on top of begins to crumble. Ben tries to help, and attempts to transform into Four Arms, but Gwen convinces him that Heatblast is the better option, since he could weld the structure back together. He goes along with her idea and saves the workers, and the dean of the university thanks him, to the annoyance of Gwen. The dean invites him as an honored guest, and Ben celebrates before leaving to put on a real suit. From the shadows, Zombozo laughs to himself.
Later, in the building, Gwen is excited for the upcoming cirque act. Gwen starts to exposit about cirque, before someone carrying a massive check passes by, interrupting her. Ben is then distracted by a buffet table, and again leaves. The dean walks up to the remaining Tennysons, and asks them if they can help check in guests. Max gives Gwen the job, believing she'll be done by the time the cirque show starts, and he leaves to join Ben at the buffet table. Later on, the dean walks on stage, welcoming the guests to the Gala. He welcomes Ben, who is stuffed from the buffet. They give his award to Max, and the dean summons the entertainers. They turn out to be Thumbskull, Frightwig and Acid Breath, all wearing masks and dancing on ribbons hung from the ceiling. A hypnotic eye decoration on the wall opens, and begins to mind-control the guests.
Outside the room, Gwen welcomes the last guests, who leave the door locked behind them. She leaves to find another way. Back inside, Zombozo unveils himself, as does the Circus Freak Trio. He orders them to steal the checks from the dean, when Gwen walks through the backstage entrance, unsurprised by Zombozo's scheme. He approaches Gwen, with a plan for her. Sometime later, Ben recovers from his bloat, and crawls out from the under the table, unaware of the events that have transpired. He sees Zombozo, and tries to stop him, but is ensared by a new masked lackey. Zombozo introduces her as Pirouette, and she attacks Ben with a mallet. Ben breaks free from his restraints by transforming into Humungousaur, and he easily defeats the Circus Freak Trio. However, he can't hand a hit on Pirouette, and she deflects a swipe of his tail with her mallet.
Zombozo, meanwhile, takes the wallets of the guests, and steals the checks from the dean. Humungousaur lands a hit on Pirouette, and her mask falls off, revealing herself to be Gwen. Humungousaur immediately feels bad for fighting her, but she doesn't believe him and keeps attacking. He suspects it's Zombozo's hypnotism, but she makes it clear it isn't the case, and she's jealous of Ben getting all the credit. Humungousaur reverts back to Ben. Zombozo encourages her to finish the job, but Ben apologizes for stealing her credit. Gwen changes her mind and throws her mallet at Zombozo, forgiving Ben. She points out the hypnotic eye to him, and he transforms into Shock Rock. He creates an electric mallet and an electric trampoline for her, which she jumps off of. She hits the eye with the mallet, destroying it, and freeing everyone from Zombozo's hypnosis.
Shock Rock grabs the bag full of wallets from Zombozo, and he decides to retreat, still having the checks. Thumbskull busts a hole in the wall of the building, and Zombozo and the Circus Freak Trio escape. Shock Rock reverts back to Ben, and he tries to go and stop them, but Gwen informs him that the checks themselves are worthless. Later on, Max finds the cousins outside. He gives Ben the award he received, and the dean thanks Ben again for saving everyone. Ben soaks in the glory, but notices Gwen looking sad. He gives her credit, and the crowd cheers for her. Elsewhere, Zombozo tries to cash the checks at an ATM, only for them not to work. The police then arrive, and they surrender.
Ben: Did you hear that, Gwen? I'm gonna be an honored guest! Gwen: Ben, aren't you forgetting something? Ben: Oh, right. I should put on a real suit for this. Thanks for the reminder, Gwen!
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Ben: I mean, the bigger the check, the bigger the money, right? Gwen: Actually, Ben- Ben: Wait, is that a buffet table? They got double choco-chip cookies! Gwen: Unbelievable. Max: A boy's gotta eat, Gwen.
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Zombozo: Quit lounging around, ya bums, now go tame that beast! Humungousaur: Tame the beast, huh? I'd like to see you try!