Something Zombozo This Way Comes

Something Zombozo This Way Comes is the first episode of the fifth season of Ben 10: Omniverse, and the forty-first episode overall.
==Synopsis==
Ben and Rook must stop Zombozo and the Circus Freaks from turning everyone in Bellwood into zombie clowns!
==Plot==
At Burger Shack, Ben is complaining about how it's been two weeks since aliens threatened the Earth or anyone has tried to kill him. Rook tells him this is a good thing, and that Ben should be happy there's nothing for the people of Earth 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. Thumbskull notices that Zombozo isn't looking well. 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 to fear.
Back at Burger Shack, Ben and Rook are busy playing with a massive pile of Chili Fries. Rook manages to swipe at the chili fries without making it fall, but Ben grabs onto a chili 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 evil Celestialsapiens trying to take over every dimension. 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 Headquarters, Blukic and Driba examine 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 rides on the Tenn-Speed into Bellwood and notices most of the people have turned into zombie clowns. Ben drives 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 the real cause is. Big Chill freezes the zombie clowns in their tracks before transforming 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. Unaware of his savior, Ben hops back onto the Tenn-Speed and drives away.
Back at Plumber Headquarters, Blukic and Driba are still trying to figure out what caused Rook's zombie clown transformation. As Blukic and Driba argue, Rook spits out some false teeth and they bite 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 Headquarters. 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 fight 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 grabs onto Frightwig and tosses her away, but Thumbskull starts to mess with him as well. Rath tosses a bunch of items, including an elephant, onto Thumbskull, but soon finds himself trying to avoid Acid Breath's breath. 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 goes 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. Max is bitten by false teeth, turning him into a zombie clown which horrifies Frankenstrike who then transforms back into Ben and screams. In a flashback, five-year-old Ben runs into the Rustbucket where Max scares him by wearing clown makeup (which how his fear was first triggered). Back in the present, Ben screams enough to restore Zombozo back to full strength, and he appears in front of Ben. Ben falls backwards and transforms into Eye Guy but is horrified to see more Zombozos 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, turning 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 tells Max that he is still a little bit afraid of clowns.
==Noteworthy Events==
===Major Events===
====Character Debuts====
*Spanner
*Acid Breath (Omniverse debut)
*Frightwig (Omniverse debut)
*Thumbskull (Omniverse debut)
===Minor Events===
*It is revealed that Ben's fear of clowns has relapsed since having been cured of it in Last Laugh, and that seeing Max in clown make-up was how the fear was born in the first place.
*Frankenstrike's new name is revealed.
*Zombozo's real name is revealed to be Herbert J. Zomboni.
==Characters==
*Ben Tennyson (5 and 16 years old)
*Rook Blonko
*Medic (cameo)
*Psyphon's Minion (cameo)
*Blowfeld (cameo)
*Atrocians
**Violet-Worst (cameo)
**She-Worst (cameo)
*Tummyhead (cameo)
*Sweet-Eels Sparklefunk (cameo)
*Mrs. Rheault (cameo)
*Sandra Tennyson (flashback; cameo)
*Plumbers
**Blukic
**Driba
**Jerry
**Morty (cameo)
**Bryk (cameo)
*Max Tennyson (54 and 66 years old)
*Gilford Bromley (cameo)
*Julius (cameo)
*Alien Incidental 15 (cameo)
*Spanner (first appearance)
*Natalie Alvarez (cameo)
*Bug-Lite (cameo)
*Mr. Baumann (cameo)
*E-N (cameo)
===Villains===
*Zombozo
*The Circus Freaks (first reappearance)
**Acid Breath
**Frightwig
**Thumbskull
*Zombie Clowns
==Aliens Used==
*Upgrade
*Wildmutt
*Big Chill
*Rath (accidental transformation)
*Frankenstrike (intended alien was Ditto or Echo Echo)
*Eye Guy (unintentional transformation)
*Toepick (unintentional transformation)
==Quotes==
==Naming and Translations==
==Cast==
==Continuity==
*This episode shows that aliens have now integrated into society after the events of The Frogs of War: Part 2.
*Ben's fear of clowns resurfaced since the events of Last Laugh.
==Allusions==
*The title is a play on the 1962 Ray Bradbury novel Something Wicked This Way Comes, about two boys who encounter with a mysterious carnival; it was made into a movie in 1983.
*Rook references The Hitchhiker's Guide to the Galaxy when he says "Enjoy the lack of threat to your life, the universe and everything."
*The game Ben and Rook play with their chili fries is similar 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.
*Ben references the 1979 film Apocalypse Now, when he says, "It's the Zombie Clown Apocalypse Now!"
*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!"
*The way Frankenstrike slams his fists together upon his transformation is identical to an action done by Frankenstein Jr. in the opening sequence to Frankenstein Jr. and The Impossibles.
==Errors==
*When Jerry nods at Ben and Max, his pupils and eyes are black.
*Upgrade's backside is green instead of black in two scenes.
*When hit by the Proto-Tool, one of Upgrade's palms is black instead of green.
*When Frankenstrike fights 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.
*Eye Guy is incorrectly drawn with five fingers on each hand.
SZTWC (182).png|Back error
SZTWC (134).png|Palm error
SZTWC (244).png|Eyes error
SZTWC (508).png|Face error
SZTWC (594).png|Five fingers
==Trivia==
*In Ultimate Alien, Ben's coulrophobia came from being scared by a clown at the circus when he was four.The Ultimate Sacrifice This episode retcons it, as Ben's coulrophobia came from seeing Max in clown make-up when he was five.
*The premise of this episode reuses many plot elements from Last Laugh. The resolution also involves Ben scaring Zombozo with an alien form.
*This is the first episode where Toepick speaks.
*When the false teeth turns the audience into zombie clowns, the scream the girl makes is a reused Gwen scream from the Original Series.
*This episode is the first to feature a modified version of the Ben 10: Omniverse theme song. It is now Halloween-themed, with the title having "Galactic Monsters" stamped on it.
*Zombozo's escape bullet from the end of this episode was supposed to crash and land on Anur Transyl, but the crew dropped that storyline.
==References==
===Crew Statements===
====Dou Hong====
====Derrick J. Wyatt====
===Cartoon Network===
===Ben 10 Planet===
es:Algo zombozo se aproxima
pl:Powrót klauna
pt-br:Tem Zombozo Vindo Aí
ro:Ceva Zombozo plutește în aer
tr:Zombozo Bu Şekilde Bir Şey Geliyor
Category:Episodes
Category:Ben 10: Omniverse Episodes
Category:Ben 10: Omniverse Season 5 Episodes
Category:Episodes Written by Charlotte Fullerton
Category:Episodes Directed by Dan Riba
Category:Episodes with Flashbacks