We see a four armed lady lift up a car, moving it into the parking spot properly.

Red Lady: Like that?

Max: You did perfect! Thanks for the help!

Red Lady: No problem sir!

Max parked the rust bucket now in the proper spot.

Max: Can't stand when people don't park properly.

He and everyone else got out.

Simon: T-Thank you! Oh, right. I have t-to name you now.

Red Lady: You do?

Simon: Y-Yeah! Uhh... Becca? How does Becca sound?

Becca: Becca... sounds interesting. I think it suits me well!

Simon: g-good!

Mia: So this carnival looks cool.

She asks while holding Mimi in her arms.

Mia: How long has it been here?

Max: No idea. Must be a recent adition. But either way, it seems fun right?

Gwen: yeah, it does!

She says excitedly.

Simon: S-Sorry Becca. But u-umm, I need to return you into my w-watch now.

Becca: Oh? Alright. If you say so.

Simon pushes the watch down, Becca vanishing in a flash of pink light.

Ben: Do we have to go?

Max: I thought you'd be excited Ben.

Ben: I-I just don't like carnivals... What?

Everyone was looking at him.

Ben: What!?

Gwen: Something's up...

Ben: I just don't like carnivals! They're boring.

Simon: I-I mean... I don't like c-carnivals that m-much either.

Ben: See? He gets it!

Mia: Well, that actually makes things a lot easier!

Timeskip--

Ben and Simon were sitting in the rust bucket with Becca sitting near the door.

Ben: can't believe we got left with a babysitter.

Simon: I-It's not that bad.

Becca: I dunno what a babysitter is but... It is my job to protect you both! So, I will!

Ben: Yeah, I know.

*scratch scratch scratch*

There was a scratching at the door.

Becca: Something has come to fight!

She says, standing up.

Simon: H-Hold on please! I-It's just M-Mimi!

He says, runnung and opening the door. The small dog stood at the entrence, barking like crazy.

Ben: What's it doing?

Simon: U-Umm... L-Last time she a-acted like this M-Mia was in t-trouble!

Ben: Well, let's go help them!

Becca: I am sorry but you can't!

Ben: What? Why!?

Becca: Because I was instructed to protect you both!

Ben stops to think for a second.

Ben: Well look. You can come with us, keep us safe that way?

Becca:... Oh, that works!

The three run from the rustbucket and follow the dog. Mimi ran for the carnival, leading the group to a funhouse, the door looking like a clown head. Seeing this Ben stumbled a little.

Ben: Of course.

He sighs. Simon looks back, not entirly sure if he should say something or not.

Simon:... U-Umm... You okay?

Ben: Yeah... okay, you can keep a secret, right?

Simon: Y-Yeah...?

Ben pulls Simon into a huddle away from Becca.

Ben(Whisper): Okay, so I really really really don't like clowns! They just freak me out!

Simon(whisper): Oh, o-okay.

Ben(whisper): So if it's okay with you, can your aliens deal with any clown villains we come across?

Simon(whisper): S-Sure.

Ben: Thanks!

He says standing upright.

Ben: Alright, let's go!

He says, the team running into the funhouse. They find themselves in a mirror maze.

Becca: Why is there so many of me?

Simon: It's a m-mirror. Like it reflects i-images.

Becca: Wow, very cool!

She says excitedly.

Simon: Ummm... H-here, I'm g-good at mazes. Jest s-stick to the l-left!

He says, running his hand across the left wall.

Simon: W-We'll reach the end before y-you know it!

Ben: Can't we just smash through them?

Simon: W-Well we don't want to cause unecessary damage.

Ben:... Well it's an emergency situation so...

He is covered in a green light, transforming into Four Arms. He Smashed a mirror, finding a brick wall behind it.

???; Don't you know that's bad luck!?!?

A voice echoed through the room. Everyone looked around for the source, finding only themselves in the room.

Mimi: Bark bark!

???: Seems like you're a bunch of freaks like me, Hehehehe!

Faces apaear in all the mirrors.

???: Glad you found the mutt, I was hoping it would pull in a few more friends but man, aren't you three a catch!

*Click*

A trap door opened beneath them, all of them falling down with a yelp. Becca holds onto Simon and Mimi as they land in a lower part of the funhouse.

???: Now, let's get this party started!

The lights turn on and show they were in a traditional looking circus tent where clowns and animals would perform. In the center of it all was a large machine with a clown attatched to it.

Zombozo: Welcome to the show! I, The Great Zombozo, shall begin my last act of this eavning!

More lights turn on to reveal the seats filled with people. All of them looked completely drained of their energy, looking very skeletal. In the audience, they saw Gwen, Max and Mia were just like everyone else.

Ben: Ghh...You...

Becca: Shall I pummel this creature?

She looks back and saw Simon shaking. He nodded and she turns back to the clown. She jumps ahead, pulling her arm back for a punch only for the machine to pull the clown away, the ground suddenly breaking and a pannel launching her into the ceiling.

Zombozo: Hehaha!

Becca fell to the floor only for the floor to open up, a mechanical arm with a boxing glove popping out and hit her, sending her back at Simon and Ben, both of them jumping out of the way.

Simon: B-Becca!

He went to go see if she was okay only for a strong stream of water to blast him and send him in the other direction.

Ben: Ghh...

He pulls up his Omnitrix and slammed it down. His body shifted and changed shape until it had become something new.

XLR8: XLR8!!!

He ran at super speed, hitting Zombozo a few times before the clown managed to activate another trap, making the floor start to shift. This was enough to make Ben trip, Zombozo kicking him away.

Zombozo: You've got a fancy bag of tricks there don't ya!?

The clown's machine extended a claw that grabbed XLR8 and held him up.

Zombozo: Hope you don't mind if I have a look-see here!~

His eyes landed on the symbol on Ben's chest.

Zombozo: Hmm. That looks vulnerable!

He went to grab it but his hand stopped right before he could grab it. Zombozo strains to reach ahead.

Zombozo: W-What the!?

He looks at his arm, seeing striped tentacles coiling around his arm. He looks back and saw Phantasia's one eye staring right back at him. Her gaze was strong enough to send a shiver up the clowns spine, not an easy feat.

Phantasia: You think hurting him is fun?

Zombozo: Kinda- GHK!

Tentacles then coiled around his neck.

Phantasia:... Funny... Because hurting you sounds just as fun.

She slammed him to the ground, causing Ben to be let go.

XLR8: Thanks for-

Phantasia: Go check on him.

She points to where Simon was.

XLR8: Oh, right!

He dashed away.

Phantasia:... Now...

He neck spun around to face the clown, her skin peeling away as more tentacles come from within. Her one glowing eye locked on the clown.

Meanwhile~

Simon and Becca got to their feet as XLR8 ran over to them.

XLR8; You two alright?

Simon: Y-Yeah...

Becca: I should be asking you that. I was supposed to look after you both...

Simon: I-It's okay!

XLR8: Yeah! You helped us stop the freaky clown guy!

Simon: d-did we win?

Ben transformed back.

Ben: Actually, Phantasia did.

Simon: H-Huh?

He looked over to see Zombozo being thrown around by the ghost girl.

Simon:... h-huh...

Phantasia threw the clown back at his own machine, cracking part of it. A blue mist leaks out, causing the audience to slowly regain their strength.

Phantasia: Pathetic clown!

Zombozo crawls backwards.

Zombozo: H-Hold on!

He pulls out a pair of glasses with a nose and moustache attached.

Zombozo: Y-You wouldn't hit a guy with glasses, w-would you!?

Phantasia:...

Meanwhile—

Simon and Ben ran to their families, helping them up.

Ben: You guys okay!?

Max: Y-Yeah, just a bit tired.

Gwen: Same...

Simon hugged his sister tightly and she hugged him back.

Mia: Thanks for the save bro-

Zombozo: GYAAAAAAAHHHHHH!!!!

They looked to see Zombozo on the ground, eyes white with Phantasia floating over him.

Mia: and thanks to her too, I guess.

Simon: I-I'm sorry, I s-should gave came too I-

Max: Hey now.

He put a hand on both heroes shoulders.

Max: You both did great! You saved everyone here from that clown, so there's no need to worry!

Simon looks at him for a second before smiling.