Last Laugh

Last Laugh is the sixth episode of the first season of Ben 10, and the sixth episode overall.
==Synopsis==
Ben's fear of clowns emerges at an unfortunate time when our heroes stumble upon a wicked circus with a psychic vampire clown named Zombozo.
==Plot==
At a pierside carnival, two robbers have just successfully knocked off a yacht and are trying to escape using a rowboat on the docks. However, one of them gets pulled overboard by a creature: Ripjaws. He chases the second crook back up and across the boardwalk. Backed into a corner, the crook pushes over a hot dog cart, pouring oil around Ripjaws that miraculously catches on fire. Ripjaws is unable to breathe and is forced to retreat to the water below, but quickly catches the confident robber again and subdues him for the police.
In the Rustbucket, Gwen notices an advertisement for a travelling circus; she and Max are excited to go, but Ben seems to have an aversion to it. They end up going, as does the rest of the town. Ben tries to come up with excuses to leave, but a barker interrupts him. He introduces a trio of circus freaks: Thumbskull, the archetypal circus strong man so named for the toenail on his forehead, Frightwig, a woman named for her equally strong prehensile tentacles for hair, and Acid Breath, so named for his ability to breathe or spit acid capable of melting any substance it comes in contact with. Ben wanders off and catches a peek at the star of the show, Zombozo, privately rehearsing. He frightens Ben, who bumps into Gwen. She confronts him about acting weirder than normal and asks what he's so afraid of, but Ben denies being scared of anything. The show begins and Zombozo appears behind a giant machine. Everyone is laughing and enjoying his act, except Ben, who excuses himself and runs out of the tent. Though now outside and relieved to be far away from any clowns, Ben can hear glass crashing, and sees the Circus Freaks pulling an armed robbery.
The Circus Freaks are stealing everything of value in sight. Refusing to stand for it, Ben transforms into Wildmutt to stop them. He's caught the Freaks unexpectedly, and easily brings the heat. Acid Breath decides to send Thumbskull to get their boss, Zombozo, still in the middle of his act. Zombozo arrives at the battle, and Wildmutt cowers from him, allowing him to be easily vanquished. The Circus Freaks coordinate their attacks and manage to bring down a metal tower down on Wildmutt. Thinking him dead, they leave before he reverts back to Ben. Ben crawls out of the wreckage and passes out from utter exhaustion. He wakes up and finds Max still giggling from the show; he looks drained, and Gwen and the circus are nowhere to be seen. Gwen and several others from the laughing crowd have been kidnapped by Zombozo and the Circus Freaks, kept as "snacks" while they travel to a new location. While Max and Ben get after them in the Rustbucket, Ben deduces Zombozo was using the circus as an alibi to keep everyone distracted as well as zonking them out while his freaks, who really turned out to be felonious henchmen, robbed them blind. However, neither of them can conclude as to why he'd take Gwen. Ben's fears come up, and Max gets Ben to admit that he's always been afraid of clowns because of how they're just straight-up creepy. As he tries to reassure Ben that silly fears are just as commonplace as they are difficult to overcome, Max falls unconscious at the wheel, forcing Ben to steer the Rustbucket himself through an off-road forest, managing to stop it just before skidding off a cliff. As Max comes to, all he can say is that he's overcome with sorrow. So, Ben asks exactly what happened at the show after he left; he tells Ben that he remembers energy somehow being leeched from audience and Zombozo saying something about "Laughter feeding his soul." He comes to the conclusion that Zombozo is more than a typical underhanded jewel thief, but rather, an emotional vampire who steals people's joy until there's nothing left. That's when Ben realizes just the kind of trouble they're both in if he has Gwen as a hostage.
Ben sneaks onto the circus grounds while the Circus Freaks are loading boxes. When Ben knocks over some, he alerts the Freaks and they all unleash their strength and power on one, reducing it to corroded rubble hoping to vanquish their intruder. Thankfully, they destroyed the wrong crate and Ben is able to transform into Upgrade and possess a baseball launcher. Now armed as a baseball cannon, Ben easily subdues all of them with a baseball barrage at the trio: knocking out Thumbskull, wrapping Frightwig up in her own hair, and gagging Acid Breath. Upgrade abandons ship and moves forward into a house of mirrors, preparing for battle and psyching himself up to face Zombozo. However, the omnitrix times out and Ben has to undertake this challenge without his powers. Once inside, Zombozo taunts and torments Ben with his voice and illusions of himself in various forms, effectively turning the hall of mirrors into a house of nightmares. After a horrendous gauntlet of surreal tricks and traps, Ben eventually finds himself in the center ring of the tent, and the real Zombozo standing before him. Still unable to face a clown head on, Ben stays on the ground with his head down while the clown reveals his evil plan. The enormous machine used to suck the happiness out of his audience from before is an apparatus dubbed the Psyclown of his own design to continue going from city to city, exsanguinating the joy out of millions of people to feed his insatiable appetite. Ben demands to have Gwen back and Zombozo shows him Gwen just next to them on a platform, wrinkly and frail, barely alive. Furious, Ben stands up to Zombozo and transforms into Ghostfreak to end his reign of terror once and for all.
Ghostfreak pummels Zombozo senseless, realizing the fear of losing his family to some creepy emotional vampire easily trumps his fear of clowns. He beats Zombozo while invisible with a wooden plank and knocks him back into a glass capsule in his machine, making it explode and all the joy that Zombozo stole returns to the rightful bodies, including Gwen. When Zombozo refuses to admit defeat, Ghostfreak pulls out the showstopper by drawing back his skin to reveal what lies underneath, terrifying Zombozo. He begs for mercy, and Ghostfreak scares him one more time, making Zombozo inflate and explode into confetti, defeating him for good. As the omnitrix times out, Ben admits that even he was a little freaked out by his actions as Ghostfreak. With her joy restored, Gwen awakens and asks Ben where she can find popcorn. Later, the Rustbucket drives away as the police swarm the circus. Max and Gwen are back to normal, and Ben is no longer afraid of clowns, to the dismay of Gwen, who tried to surprise him with a clown mask.
==Noteworthy Events==
===Major Events===
====Character Debuts====
*Frank
*Zombozo
*Circus Freak Trio
**Acid Breath
**Frightwig
**Thumbskull
===Minor Events===
*It is revealed that Ben has coulrophobia, the fear of clowns.
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
*Max Tennyson
===Antagonists===
*Frank (first appearance)
*Black Beanie Criminal
*Zombozo (first appearance)
*Circus Freak Trio
**Acid Breath (first appearance)
**Frightwig (first appearance)
**Thumbskull (first appearance)
===Other Characters===
*Barker
==Aliens Used==
*Ripjaws (off-screen activation)
*Wildmutt
*Upgrade
*Ghostfreak
==Quotes==
==Naming and Translations==
==Cast==
==Allusions==
*When Ghostfreak scares Zombozo by revealing his tentacles, the shot is framed in such a way that references the scene from the 1988 film Beetlejuice, where Betelgeuse reveals his facial tentacles to scare Adam and Barbara Maitland.
==Errors==
*When Frank looks at Ripjaws' glowing eyes in the water, they are green.
*In one shot, the black patch on Ripjaws' pectoral is missing.
*When Ben gets up to leave the circus tent, the grey parts of the Omnitrix's dial are white.
*In many shots, the Omnitrix's dial faces the wrong way.
Laugh (11).png|Green eyes
Laugh (74).png|Missing black patch
Laugh (358).png|Omnitrix dial color error
Laugh (665).png|Omnitrix dial error
Laugh (729).png|Omnitrix dial error
Laugh (1030).png|Omnitrix dial error
==Trivia==
*The episode's title is listed as The Last Laugh on the Ben 10: The Complete Season 1 DVD.
*The episode shows certain types of phobias:
**The fear of clowns, which plays a big part in this episode, is called coulrophobia.
**It is revealed that Max used to be afraid of heights a long time ago but got over it by climbing to the top of a water tower. The fear of heights is called acrophobia.
**During the Hall of Mirrors section, Ben appears to be caught in a spiderweb with Zombozo appearing with a spider body. This is a reference to a common fear, arachnophobia.
**Zombozo grew to be afraid of Ghostfreak during their fight. The fear of ghosts is called Phasmophobia.
*This is the second episode that calls attention to Ben's discomfort of being Ghostfreak, pointing out how his finishing scare with the claws freaked him out a little, the first episode being Hunted when he just barely survived a clash with Kraab.
*The scene with the Circus Freak Trio robbing the jewelry store was storyboarded by Fred Reyes.
==Notes==
==References==
===Production Material===
====Storyboards====
===Crew Statements===
====Fred Reyes====
===Cartoon Network===
de:Staffel 1/Folge 9: Wer zuletzt lacht...
es:La última risa
it:L'ultima risata
pl:Kto się śmieje ostatni
pt-br:A Última Risada
ro:Cine râde la urmă
ru:Хорошо смеётся тот, кто смеётся последним
tr:Son Kahkaha
Category:Ben 10 Episodes
Category:Ben 10 Season 1 Episodes
Category:Episodes
Category:Episodes Directed by Scooter Tidwell
Category:Episodes Aired Out of Production Order
Category:Episodes with Flashbacks