You and Team RWBY are at Bellwood's Burger Shack as a certain watch-wearing hero is bored out of his mind.

(Y/N): Ben.

Ben: DUDE!! DO YOU KNOW HOW IT IS WHEN THERE'S NO ONE TRYING TO KILL YOU OR TAKE OVER THE WORLD?! BORING!!!

Ruby: But that's a good thing. You get to relax and take it easy.

Rook: That is what I said, but Ben won't listen.

Weiss: Still an idiot, huh?

Ben: Yeah, don't think I can't hear you, Ice Queen.

Yang: Yeah, well, the good thing is, most of the bad guys will start running the moment you turn into the big guy with the four arms!

(Y/N) and Ben: Four Arms.

Yang: Or the guy who can rewind time.

(Y/N) and Ben: Clockwork.

Yang: Uh ... the guy who can split himself?

(Y/N) and Ben: Ditto.

Yang: Right, sorry, it's kind of hard to remember the names since there's so many of you guys. I mean, the only one I remember is Rath.

Blake: Why?

Yang: He's got a fun personality!

Meanwhile...

Three figures were seen in an alleyway.

The Circus Freaks (Enemies of Ben that he faced as a kid! Thumbskull, Acid Spit, and Frightwig! They work for a villainous clown named Zombozo and Z'Skayr, the alter ego of Ghostfreak! Thumbskull is super strong, Frightwig can use her hair to grab heavy objects, attack and restrain her enemies, and even like spider webs! Acid Spit ... well he spits acid from his mouth! Thumbskull is voiced by Fred Tatasciore, Acid Spit is voiced by Dee Bradley Baker, and Frightwig is voiced by Cree Summer!)

Thumbskull: Oh man, the boss doesn't look so good.

???: You think I don't?

Thumbskull: Uh ... what I meant was-

Acid Spit: Get it through your thick head, Thumbskull, Zombozo feeds on fear!

Frightwig: But thanks to that brat, Ben Tennyson, no one has had a reason to be scared!

???: Oh, I'll give them a reason to be scared! A good one! HAHAHAHAHAHAHAHAHAHAHA!!

Back at the Burger Shack...

You had stuffed yourself silly with chili fries.

(Y/N): Damn! These things are delicious! No wonder Albedo loves eating these!

Ben: Told you.

Suddenly purple clouds begin to fill the skies.

Yang: Hey Rook?

Rook: Yes, Ms. Yang?

Yang: Has this ever happened?

Rook: I can't say for sure.

(Y/N): Well, let's check it-

Ben: YES!! FINALLY SOMETHING!

Weiss: Ben, don't even think about-

He was already gone.

Weiss: Idiot! How immature can he be?!

Much later...

Everyone was riding in the Proto-TRUK.

Ben: I hope this is something epic!

Ruby: Like that Vilgax guy coming in and trying to take the Omnitrix?

Rook: Or-

Ben: Maybe the Incurseans are back to blow up the earth! Or maybe a bunch of Alien X's are plotting to take over all the dimensions at once!

Rook: None of those match with the creepy music.

Ruby: How about that? The circus!

You all stopped outside of some circus grounds.

Blake: Circus? Ben, do you have some sort of evil clown you fight against?

Ben: Wait ... this sounds like ... something that begins with a Z and ends with an O!

Rook: Zeugobranchiato?

Ben: Yes, wait .. what?! No, Zombozo!

Rook: That was my second guess.

Inside the tent...

There was currently a performance going on!

Ruby: Hey! This is like when we went to the Big Berry Circus!

Blake: You mean when we had to solve the murder case of the ringmaster?

Ruby: Yep! Good times!

(Y/N): I swear, if I see another clown I'm out of here.

Ben: Let me guess, you're afraid of clowns? Fine, let's look outside.

(Y/N): Huh?! No I'm not scared of clowns! I just hate them. Believe me, I deal with this one clown ... and-

You pictured Joker, and his laugh.

(Y/N): All the death, and the smiles. What a monster!

Rook: Don't bother (Y/N), Ben is afraid of clowns.

Ben: I'm not!

Ben flashbacks to all the times he got scared of clowns!

Ben: Okay, just a little. WAIT, I NEVER TOLD YOU THAT!

Rook: I read your file.

Ben: That's weird, Rook.

Ruby: Well, you can search outside, we'll search in here.

(Y/N): Okay, I'll make sure that Ben doesn't cry himself to sleep.

Ben: I'M NOT SCARED OF CLOWNS!!!

Outside...

(Y/N): Hmm...

You searched around for any clues, as Ben screamed!

Ben: AAGH!

(Y/N): WHAT?!

Ben: I nearly stepped in these!

Ben showed some fake teeth.

(Y/N): Ugh! See?! This is why I hate clowns!!! That and-

You recalled all the times Harley told you about how Joker treated her.

(Y/N): Yeah, I really fucking hate clowns! Hey!! GIRLS!!! ROOK!!

No answer.

Ben: Hey, let's blow this firetrap! And it's an expression, Rook!

That's when the five of them stumbled out with big smiles and clown makeup as Rook's rifle shoots out confetti!

Team RWBY and Rook: (zombie-like) Come one, come all.

(Y/N): Shit!

Ben: Zombie Clowns!!

(Y/N): Just transform!

Ben: It's been a long time since I said this, but- IT'S HERO TIME!!!

You transformed into Upchuck!

Upchuck: Bring it on! No matter what you throw at me, I'll make it my own weapon!

Ben turned into Upgrade!

Upgrade: How about this?!

He takes over a cotton candy machine!

Upchuck: I like a snack as much as anyone, BUT NOT NOW, BEN!!

Upgrade: Shut up, I mean this!

He fires cotton candy as all five of them dodged and started attacking!

Ruby unleashed her speed clones as Weiss created constructs of Ben's aliens!

Blake summoned Shadow Beasts and Yang used Take Over Magic while using Fishman Karate!

Rook prepared his Proto-Tool!

You started eating all the attacks they threw at you while Ben took over a popcorn machine!

Upgrade: Get them while they're hot!

They continued to chant-

Team RWBY and Rook: Come one, come all.

Upchuck: Sorry about this!

You blasted them with all you ate, and-

Upchuck: BEN!!

Upgrade: Sorry!

He electrocuted them, knocking them out.

Team RWBY and Rook: Come ... one ... come ... all.

(Y/N): We need answers on this.

Ben: I hope Grandpa knows something.