34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Last Laugh is the sixth episode of Ben 10.


At a boardwalk in the docks, two criminals try to escape in a rowboat. However, something pulls one overboard and that something is Ripjaws. Ripjaws chases the second crook from under the boardwalk, comes up onto it, and chases some more, but the criminal accidentally lights a fire, trapping Ripjaws. Ripjaws is unable to breathe in the fire, so he punches through the boardwalk and comes up underneath the criminal and subdue him. The police arrest the criminal and Ripjaws jumps back into the water.

In the Rust Bucket, Gwen notices an advertisement for a circus and she and Max want to go, but Ben tries to get out of it. Finally, he concedes and the circus is very crowded, but Ben appears to be distracted. A barker introduces the trio of circus freaks: Thumbskull, who is extremely strong, Frightwig, who has prehensile hair, and Acid Breath, who is self-explanatory through the fact that he projects acid out of his mouth. Ben wanders off and encounters the clown named Zombozo, who frightens him. Gwen confronts Ben about his fear, but Ben denies being afraid. At the circus, everyone laughs at Zombozo, who is attached to a strange machine. Ben excuses himself. Outside of the circus, Ben hears a crash and sees the Circus Freaks robbing a store.

The Circus Freaks begin to steal everything of value in sight. Ben transforms into Wildmutt to stop them. Wildmutt attacks Thumbskull first, and he then attacks the others. The Circus Freaks battle with Wildmutt, but he defeats them easily. Thumbskull runs and gets Zombozo, who is still doing his act. Zombozo arrives at the battle, and Wildmutt cowers from him. The Circus Freaks all attack him at once and manage to bring down a metal tower on him. Zombozo and the trio leave and Wildmutt reverts back into Ben. Ben crawls out of the wreckage, unharmed but afraid, and he faints. When Ben finds Max, he is tired and Gwen and the circus are gone. Gwen and several others have been kidnapped by Zombozo and the Circus Freaks, and they have not stopped laughing.

Max and Ben pursue in the Rust Bucket, while Ben figures out that Zombozo kept everyone distracted during the robberies. Ben admits to Max that he's afraid of clowns. Max falls asleep at the wheel on a road on a cliff, and Ben tries to keep the Rust Bucket on the road. The Rust Bucket fails and careens into the forest. Ben uses the brakes to keep it from going over a ledge, narrowly succeeding. Max says that he is extremely sad, and Ben asks what happened in the circus. Max tells Ben that he remembers that the audience getting the joy sucked out of them by Zombozo's machine.

At the circus, the Circus Freaks are packing up the money that they had stolen when Ben knock over a stack of boxes, which alerts the Circus Freaks of his presence. Ben then transforms into Upgrade. The Circus Freaks attack, but they miss, and Upgrade possesses a baseball shooter and shoots balls at the trio, which knocks out Thumbskull, wraps Frightwig up in her hair, and gags and barrages Acid Breath. Upgrade proceeds into the circus and reassures himself that he can face Zombozo. Just as he is reassured, the Omnitrix times out and Upgrade reverts back into Ben. Ben then enters the funhouse.

In the mirror maze, Ben hears Zombozo taunting him and continues to see Zombozo in the mirrors. Ben eventually makes it to the ring with Zombozo and Gwen (who looks aged and wrinkly). Zombozo introduces his machine, which is called the Psyclown, to Ben and then says that he feeds off of laughter, and explains his plan to travel to the cities and and use his circus act to rob millions of people of their happiness and make himself powerful. Determined to save Gwen, Ben transforms into Ghostfreak. Zombozo says that he isn't scared, but Ghostfreak says that he's more afraid of losing his family than clowns and proceeds to beat up Zombozo, which destroys the Psyclown and returns the joy to those that Zombozo stole from, including Gwen. Ghostfreak pulls back his skin to reveal what is underneath, which terrifies Zombozo. He begs for mercy, and Ghostfreak scares him one more time, making Zombozo explode with fright and vanish.

In the Rust Bucket, Max and Gwen are okay, and Ben is no longer afraid of clowns, not even when Gwen jumps up next to him with a clown mask.

Noteworthy Events

Character Debuts



Aliens Used



Officer: I don't care what anybody says. You circus freaks are okay by me.
Ripjaws: Circus freak? I'm not a circus freak. I'm a superhero. (dives in the water)
Officer: Looked like a freak to me.

Quotes Right


Frightwig: (ripping an ATM from a wall) It's payday. Hahahaha!
Ben: Time to play fetch. (transforms into Wildmutt)
Thumbskull: (worried after seeing Wildmutt) Good doggy. Down, boy.
(Wildmutt knocks down the freaks and then rips the roof off of their car, causing the stolen goods to fall out)
Thumbskull: Hey, that's our stuff.
Acid Breath: No mutt's gonna steal my loot. Get him!
(Acid Breath attacks; Wildmutt knocks them down again)
Acid Breath: (to Thumbskull) Don't just stand there like a sore thumb. Get the boss!

Quotes Right


Upgrade: Didn't your mom ever tell you it's not polite to spit?
Acid Breath: Who do you think taught me in the first place?

Quotes Right


Ben: Oh, you're funny... but I'm gonna get the last laugh! (activates Omnitrix and transforms into Ghostfreak)
Zombozo: Nice try, kid, but I sell the tricks; I don't buy 'em.
Ghostfreak: I just figured out there's something I'm even more afraid of than you: (punches Zombozo and turns invisible) losing my family to some goofball emotional vampire. In other words... (punches Zombozo by the nose and turns invisible again)'re going down, clown.

Quotes Right

Naming and Translations

Language Name Origin
Croatian Tko se zadnji smije Who Laughs Last
Dutch Lachwekkend Laughable
French La dernière blague The Last Joke
German Wer zuletzt lacht... Who Laughs Last...
Hungarian Az utolsó kacaj The Last Laughter
Portuguese (Br) A Última Risada The Last Laugh
Spanish (HA) La Última Risa The Last Laughter
Spanish (Spain) Quien Rie Último... Who Laughs Last...


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Wildmutt
Acid Breath
Steve Blum Ghostfreak
Fred Tatasciore Ripjaws
Tank Top Criminal
Cree Summer Frightwig
Jeff Doucette Thumbskull
John Kassir Zombozo
Black Beanie Criminal


  • 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 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.
    • Zombozo is shown to be afraid of ghosts, which helped Ghostfreak easily defeat him. The fear of ghosts is called Phasmophobia.
Ben 10 Episodes

Start a Discussion Discussions about Last Laugh

  • My Favorite Scenes from "Last Laugh"

    5 messages
    • How about the part where Gwen puts on a clown mask to scare Ben but he thinks she's trying a new look? Boy, he had Gwen pegged.
    • One part that I just saw is Ripjaws surrounded by the fire, he starts to dehydrate. He just said that he can't breathe and needs water. ...
  • Ghostfreak

    4 messages
    • Yeah but Ghostfreak said "That kinda freaked even me out" when Zombozo exploded out of fright so do you think Zs'skayr took cont...
    • I'm pretty sure Ben was referring to how scary he was as ghost freak, not to Zombozo exploding.
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