Ben and the rest of group 1 were running through the mysterious dark path in the mall, hunting for Zombozo.

Ben: He should be around here.

The group nodded as they walk further into the darkness until they entered what looked like a large, circus-like space full of corrupted alien civilians with clown face paint, laughing maniacally.

Renee: Oh man...

Lana: It's a whole house of clown-i-fied aliens.

Lori: (shudders) Literally creepy.

Bobby: Yeah. It's like something out of a circus scary movie.

???: Well, Well, Well.... Look what the cats dragged in! I never thought the chicken would cross the road to see you again, Ben Tennyson.

Ben sees a twisted smile & glowing  bright yellow eyes in the shadows.

Ben: (Narrows his eyes) Zombozo.

Zombozo: I see you remember me? I'm touched, hehehe.

Ben: And I thought Gwen made a clear statement to you.

Zombozo's grin turns around a menacing frown with a sneer.

Zombozo: Don't remind me kid... did anyone tell ya that your cousin that she is a SCARY piece of work?! It was like I was staring Death in the face, I thought she was going to end me!!!!! Huff... huff... huff...

Ronnie Anne: Yeesh, someone's flip their lid there.

Zombozo: Huff... huff... huff... I got out of there as fast as I could, leaving Bellwood. Thinking I could lay low and start fresh in this little town... when I saw chaos erupted from the strange green wave, hahahaha! Man, it was a real show stopper it was! But when my performers and I got a taste of the green wave's effects, it made me and my performers very strong... unbelievably strong! And that's when I came up with a great idea for a comeback!

Zombozo appeared out of the shadows as everyone was shocked (Ben, Lincoln, Lori & Ronnie Anne) or scared (Sid Chang, Lana, Renee, Carol and Bobby) by the mutant clown's new and terrifying appearance.

Zombozo was a tall, ghostfreak-i-fied monster; He has a big top hat with a glowing yellow slit eye, his red hair was now longer and messier, glowing slit yellow eyes with a nightmarish pale skeletal-like face with a twisted smile, a blue clown nose, wearing a white and black jumpsuit with Ghostfreak's black line patterns running over him, black jacket with  glowing blue orbs on his striped sleeves, claw like gloves, black and white tentacles growing out of his back. He also has the same twisted aura that was seen on Vulkanus.

Zombozo: Like the new me, ladies and gentlemen?! It'll be all over the news as I spread my new toxin within my new Psyclown rays to every infected alien civilian into my army of mind controlled performers to rise to the big leagues, laughter and fear to empower me! However... I didn't count on you being here (glares at Ben but grinned) But that's okay! I got a new performer for you to play with.

Ben: Bring it on then.

He snaps his fingers as a loud roar was heard followed by large corrupted alien civilian stepping out of the shadows, crossed between Water Hazard, Goop, Humungousaur and Frankenstrike as the beast also has the clown face paint on just like the others Zombozo has infected.

Bobby: Holy shamoly, That's a really big alien!

Ben: True but I got my own giant.

Ben activated his Ultimatrix as he was going for Humungousaur but he transformed into Rath.

Rath: RATH! Lemme tell you something Ultimatrix, Rath is sick of you not working right! Rath may not be Humungousaur but Rath is about give you a Humungous Beating! Cause the bigger they are, the harder they fall!

Rath charges at the corrupted giant alien, tackling it through the walls as a brawl was happening elsewhere.

Zombozo: (grins) Well I'd love to stay and chat but I have an entire city to turn, Ta ta for now! I'll let my performers deal with ya!

Zombozo disappeared in a cloud of white smoke and confetti while Thumbskull and Acid Breath appeared with psyclown rays equipped.

Acid Breath: It's time you runts become part of the act.

Ronnie Anne: Ughhh, gross.

Carol: He looks like a weird puffer fish with fungus.

Acid Breath growled.

Thumbskull: Enough talk, let's get 'em!

Lori activated her omnitrix and transformed into Fourarms.

Lori (Fourarms): I don't think so!

Lori (Fourarms) and Thumbskull collided in a battle of strength. Acid Breath inhaled and shot his now advanced acid spit at Lincoln, Lana, Bobby, Sid, Carol, Ronnie Anne and Renee, who all tried to dodge and evade the gross yet deadly attack.

Lincoln: Alright, you wanna play?

Lincoln activated his omnitrix and transformed into... Humungousaur with a few changes. While he retains Ben's likeness of the 12ft, hulking humanoid, dino alien Humungousaur, his skin was a slightly dark shade of orange, fangs, light orange eyes, a long tail and is wearing white, black and orange trim shorts. The omnitrix symbol is on his left shoulder.

Lincoln (Humungousaur): (deep, growly voice) Let's play!

Lana: Don't forget about me!

Lana activated her omnitrix and transformed into... Armodrillo. She was now 10 feet tall with a blue and silver bulky and robotic like body, armored armadillo helmet with ears, blue eyes, a sliver tail and jackhammer parts on her elbows, wrists and hands. The omnitrix symbol is on her chest.

Lana (Armodrillo): (Deep female voice; excited) Oh yeah! Look at me, I look like a digging, construction cyborg!

Lana (Armodrillo) then sees Ronnie Anne, Bobby, Renee, Sid and Carol in trouble with some Zombozo infected alien civilians in a brutal fight.

Lana (Armodrillo): Oh no!

Lincoln (Humungousaur): Lana, help them out, I'll deal with this guy!

Lana (Armodrillo): You got it!

Lana (Armodrillo) charges at the horde like a raging bull, driving her jackhammer arms into the ground to create a tremor of earthquakes, driving some Zombozo infected alien civilians back against the walls.

Lana (Armodrillo): (running to the group) You guys okay?

Bobby: I think we're good.

Ronnie Anne: Yeah.

Sid Chang: I'm okay.

Renee: Me too.

Carol: I-I’m... not...

Lana (Armodrillo) and the others turn to see Carol and her suit short circuiting with damage from the fight.

Lana (Armodrillo): Carol, your suit!

Bobby: We'll get you help Carol!

Carol: (eyes glowing yellow; voice getting guttural) T-Too... Late! Run!

Carol fell to her knees, grunting in pain with her suit ripping as she expanded in height, muscle and her skin being coated in crystals. Carol was corrupted by the alien wave's effects and transformed into a female Diamondhead.

Bobby and Lana (Armodrillo): Carol!

Lori (Fourarms), who fighting Thumbskull saw what happened to her friend. Lincoln (Humungousaur), who was punching Acid Breath against the wall saw the event.

Lori (Fourarms) & Lincoln (Humungousaur): Carol No!/ Oh no!

Thumbskull uses this distraction to sucker punch Lori (Fourarms) in the face and shock her with electricity while Acid Breath shot slime spit in Lincoln's (Humungousaur) eye to blind him as he puts some distance between them.

The group stared at the transformed Carol.

Sid Chang: Carol?

Carol (Diamondhead): RRRAAAAHH!!

She charges at them.

******

We cut to Group 2, who had their hands full with a school of corrupted wildvines at the food court. Lola (Diamondhead) was shooting Crystal shards at each corrupted wildvines that were getting near her.

Lola (Diamondhead): Ugh! You plant monsters look so gross, get away from me! I mean it!

The corrupted wildvines swarmed her as they were trying to ensnare her in vines but a low growl was heard as large, sharp crystals shot out of the swarm with the wildvines sent back by an angry Lola (Diamondhead), who gave the swarm a menacing, glowing pink glare.

Lola (Diamondhead): Now I'm MAD! And you know what happens when you make Lola MAD!!!

Forming Crystal blades, Lola (Diamondhead) ran at the wildvines to hack and slash them. Meanwhile, Haiku, Rocky, Giggles, Benny and Polly Pain were shooting at the corrupted wildvines with their blasters.

Polly Pain: Come get some, ya overgrown crabgrass freaks!

Haiku: Sigh... they're so terrifying... so wicked.

Benny: Now's not the time to be intrigued by their looks! Be your guard, don't let them advance on you!

Lucy (Ghostfreak) was flying around with the corrupted wildvines chasing her as the ghost alien goth stopped, getting a spooky idea while a swarm of wildvines was surrounding her.

Lucy (Ghostfreak): Sigh... You're all scary but none of you hold a candle to this true terror....

Lucy (Ghostfreak) unveiled her ghostly form, revealing a tentacled, nightmarish, skeletal visage giving out a horrifying wail as the wildvines single eye(s) widened as they all screeched in fear, slithering away as fast as they could.

Lucy (Ghostfreak): (monotone laugh) Hahahahahaha.... wicked.

We cut to Francisco blasting some of the wildvines away while protecting Lynn (Grey Matter).

Lynn (Grey Matter): Ugh, this is embarrassing. All of the aliens and I get a puny bookworm... (suddenly gets a idea) wait a minute... THAT'S IT!

Lynn (Grey Matter) then hopped on Francisco's shoulder.

Lynn (Grey Matter): Francisco, I have an idea and I may need you to tinker with the omnitrix symbol on my back!

Francisco: I hear ya but I'm a little busy with-

He was cut off by a loud scream as Leni (Cannonbolt) was running away from a school of corrupted wildvines.

Leni (Cannonbolt): Like, someone help me!! I don't know what this alien like, does and those plant monster things are chasing me-EEEEP!!

She slipped on a banana peel and fell forward, turning into an armored ball that was rolling at top speed as she ran over the wildvines surrounding Francisco and Lynn, bouncing off the walls and hitting the wildvines chasing her as she was spiraling out of control like a pinball.

Lynn (Grey Matter): Leni bought us some time, hurry!

Francisco: Got it!

Francisco followed lynn's instructions as her boyfriend tinkers with the omnitrix symbol on her back in various turns for a while.

Lynn (Grey Matter): Now press it!

Francisco presses the omnitrix symbol as Lynn (Grey Matter) jumps off Francisco's shoulder, a red light engulfing her as she transformed.

The light fades as Francisco turns around to see a 12 ft tall, large muscular female alien with dark red skin, four crimson red eyes, fangs and four powerful arms. She was wearing a black, white and red wrestling leotard with a number one on it, MMA style gloves on each hand and white boots. Her omnitrix symbol was on her left shoulder.

Lynn was now Fourarms.

Lynn (Fourarms): (Deep & Raspy female voice) Oh yeah, now we're talking! Looks like Lori and Ben aren't the only ones with a fourarmed alien powerhouse! (Flexes her big & strong arms)

(Author's Note: Credit goes to JonahShwarts for the alien switch idea for Lynn)

Francisco: (blushed) Whoa...

Lynn (Fourarms): Alright, let's knock some heads!

The corrupted wildvines swarmed Lynn (Fourarms) in a heartbeat.

Francisco: Lynn!

Soon, the wildvines were sent flying by Lynn (Fourarms). The fourarmed alien athlete smirks as she gestures for them to bring it on, the wildvines growled angrily as they tried to claw at her but Lynn (Fourarms) took the hits and begins to fight back, smashing some wildvines heads in & grabbing them by their vine like legs and wrapping them together like a big alien plant bow.

Lynn (Fourarms): I'm liking this a lot!

Leni (Cannonbolt): Like, stop this crazy thing!

Leni (Cannonbolt) was crashing into the corrupted wildvines and walls like an out of control pinball as the other group members ducked and avoid Leni's path as she was headed for Francisco and Lynn (Fourarms), who manages uses her strong hands to catch the spiraling Leni  (Cannonbolt) & stop her momentum.

Lynn (Fourarms): I got ya Leni.

Leni (Cannonbolt): Phew, thanks Lynn. I was getting like, dizzy there.

Lynn (Fourarms): No problem.

Lola (Diamondhead): At least you managed to run over the rest of those plant monsters.

Polly Pain: Cool alien Lynn-Sanity!

Lynn (Fourarms): (Flexes) Thanks!

Giggles: You were on a "roll", hehehe!

Benny: Hehehe. Good one.

Rocky: Let's go find the others before these plant aliens regain consciousness.

Lucy (Ghostfreak) and Haiku: Sigh... Indeed.

Francisco: Got it.

Group 2 heads out to find the others.

******

We now cut to Group 3, who was fighting against a corrupted blitzwolfer who was one of Luna and Sam's bandmates, Mazzy. Becky, Sam, Clyde, Tabby, Darcy and Maggie were firing at Blitzwolfer Mazzy, who backs away and unhinged her jaw in a quadruple manner and fires a sonic blast at the group.

Tabby: Incoming sound wave!

The group evaded the attack as Lisa and Luna activated their omnitrix and transformed into their chosen aliens. Luna became Echo Echo but... it was the Ultimate version of Echo Echo; She was taller, has purple and black metal skin, 15 removable speaker like components attached to her body, an overall design with longer arms and legs, has a marking resembling a cassette tape, a white skull symbol on her chest and her omnitrix symbol is on her forehead.

(Author's Note: Yes, Luna has Ultimate Echo Echo instead of the original Echo Echo, thought it would be a good idea. Some of the louds will have Ultimate Aliens in their omnitrix without starting with the original but I can't spoil the surprises of who will have Ultimate Aliens. Back to the story.)

And Lisa became Lodestar with a few changes; She is a tall alien with a floating silver & black metal head between her shoulders & green eyes, has a graceful, black and green body with crab like claws and feet.

Luna (Ultimate Echo Echo): (Robotic female voice) Whoa dude, This. Is. Freaky.

Lisa (Lodestar): (Slight Robotic female voice) Time to subdue your friend.

Luna (Ultimate Echo Echo): Ok but don't hurt her.

Lisa (Lodestar): I can't guarantee it.

Raising her claws, she fires magnetic waves to attract various sorts of metal in the area as they all came flying at Blitzwolfer Mazzy, who dodges a few of the metal objects but got hit with some of them. Blitzwolfer Mazzy growled as she tries to attack Lisa (Lodestar), who puts up a force field with Blitzwolfer Mazzy clawing at the force field but gets pushed back by the electromagnetic field against the walls.

Lisa (Lodestar): Don't underestimate the power of magnetism.

Blitzwolfer Mazzy slowly arose from the rubble, shaking her head as Sam approached her.

Clyde: Sam, what are you doing?!

Becky: Get away from her! She'll hurt you!

Sam didn't listen as she tries to reason with her friend.

Sam: Mazzy, I know you're in there. Please snap out of it, you're our friend and a part of the Moon Goats Band. Please remember!

Blitzwolfer Mazzy was silent for a moment.

Blitzwolfer Mazzy: S-Sam...?

Sam: That's right, we just want to help you.

Blitzwolfer Mazzy held her head, groaning in pain as the corruption and wild instincts took over. She growled ferociously at Sam, who starts to back away in fear while Luna (Ultimate Echo Echo) got between them.

Luna (Ultimate Echo Echo): Mazzy, I know you're not well dude but I can't let you hurt Sam or the others so I'm going to make this quick.

Summoning black and purple sonic disks from her body, Luna (Ultimate Echo Echo) sends them out to surround Blitzwolfer Mazzy.

Luna (Ultimate Echo Echo): Good thing Ben told me about this move... Sonic Doom!!

The Sonic Disks shot out full force sonic blasts at Blitzwolfer Mazzy, who holds her ears while howling in pain for a moment until she fell to the ground, unconscious.

Luna (Ultimate Echo Echo): I'm sorry mate, we'll get ya help Mazzy. (Picks up Blitzwolfer Mazzy and puts her over her shoulder)

Clyde: Phew...

Maggie: That was close. We would've been werewolf food.

Darcy: That was too scary.

Lisa (Lodestar): Indeed but-

???: Lisa!

Lisa (Lodestar), Darcy, Becky, Maggie, Tabby, Clyde, Sam and Luna (Ultimate Echo Echo) turns to see Luan (Eyeguy) running towards them, carrying an ill frightwig.

Luna (Ultimate Echo Echo): Luan?

Tabby: What are you doing here?

Luan (Eyeguy): Lisa, I need to make a cure for Frightwig, Zombozo injected her with a toxin that making her die of laughter, literally!

Tabby: Frightwig? What kind of name is that?

Maggie: (narrows her eyes at Frightwig) I don't trust her.....

Luna (Ultimate Echo Echo): Ya don't trust anybody dude.

Maggie glares at Luna, who shrugs.

Lisa (Lodestar) places her claw on her omnitrix symbol, returning to her human form. Luan (Eyeguy) places the faintly laughing frightwig on the ground as Lisa pulls out her bag.

Lisa: Very well, luckily I have supplies for this. What happened with the other members of your group?

Luan (Eyeguy): Well we found frightwig chained up, she's an ex member of Zombozo's circus freaks. I explain everything.

Luan (Eyeguy) explains the situation Frightwig told her & group 1 to group 3 while Lisa tends to the ill frightwig.

******

Meanwhile.... on the rooftop of the royal woods mall, we see Zombozo was typing in the coordinates on the control panel link to a large and twisted version of his former machine, the Psyclown.

Zombozo: Hehehehe... this is going to be fun, once every human turned alien in royal woods gets a whiff of this Psyclown toxin, they'll all be part of the act, all of the laughs and screams feeding me like an all you can eat buffet, making me even more powerful! Hehehahahaha-

Zombozo was interupted by a large "BOOM!" far from behind him as he turns to see the four hybrid giant alien thrown at his feet, beaten to a pulp as Rath appeared.

Rath: LEMME TELL YOU SOMETHING ZOMBOZO, WHO LOOKS LIKE AN UGLY GHOSTFREAK COMBO PLATTER CLOWN, THERE'S GONNA NO CLOWNING AROUND WHEN RATH IS ON THE JOB!

Zombozo: (grins) Oh look at that, a little short tempered kitty cat thinking he's a big, tough tiger, Hahahahahaha!

Rath growled.

Rath: LEMME TELL YOU SOMETHING ZOMBOZO, WHO LOOKS LIKE AN UGLY GHOSTFREAK COMBO PLATTER CLOWN, YOU WANNA CALL OUT RATH? GET A PIECE OF RATH?! WELL YOU'LL GET A PIECE AND RATH WILL TAKE IT BACK, GIVE THE PIECE BACK AND MAKE YOU LIKE IT!

Zombozo: That didn't make any sense.

Rath: GRRRR... I KNOW! THE POINT IS WE'RE ABOUT TO THROW DOWN SO WE CAN DO THIS THE HARD WAY OR RATH'S WAY!

Zombozo had a sick grin as the black and white aura surrounded his body again.

Zombozo: What about the fun way... time for the cat to lose his 9 lives...

To be continued....

(Chapter 12 is finished! Please vote and comment on the chapter and let me know what you think of the chapter. Things are heating for Ben and the others against Zombozo and his infected alien minions, stay tune for the next chapter, this is Omegacrow-nexus fading to black.)