You're just walking down the sidewalk, minding your own business until you found a poster that says that the circus is in town. You always have a fear of clowns and you know how much Pinkie likes clowns.

(Y/N): "Oh no, I have to get all the posters before Pinkie sees them."

You then transform into Clockwork and stop time, you ran all over the whole city, collecting the posters and destroy them. You then deactivate the time stop and revert back to human form.

(Y/N): "Phew, that was a close one."

You then see Pinkie and head to her.

(Y/N): "Hey Pinkie."

Pinkie: "Hi (Y/N), I have amazing news!"

(Y/N): "What is it Pinkie?"

Pinkie then pull out a poster for the circus.

Pinkie: "THE CIRCUS IS IN TOWN!"

You shook when you see the last poster in town.

Your Thoughts: "Oh no, she seen the poster, how could get worst?!"

Pinkie: "I told the Ultimates to head to the circus."

Your Thoughts: "It's gotten worst."

When you and your team head to the circus, you were hiding in Fluttershy's backpack as Grey Matter.

Sunset: "Come on (Y/N), come out."

(Y/N) as Grey Matter: "NO!"

Applejack then open Fluttershy's backpack and pull you out.

Applejack: "Listen, this was Pinkie's idea, and you have to watch clowns perform, whether you like it or not."

You then transform back to your human form.

(Y/N): "I really don't like clowns."

Ben: "Hey, I got over my fears of clowns, so I know whats it like."

Flash: "Come on (Y/N), we fought titans, the Sinister 6, Ego, Galactus, and Ultron, we need a break."

Timber: "Yeah, we've been fighting off the most dangerous and most powerful villains around, we need some R&R."

(Y/N): "Alright fine."

As you were walking you see 3 circus performers: The first one has wrinkly, pale skin. He has red eyes with different-sized pupils, and little bits of straight black hair poking out of the top of his head. Most of his teeth are missing and his gums are green.His outfit is black with bright yellow stripes on his arms and he has a little bit of a hunch back.

The second one has pale skin and black paint on her cheeks and the back of her head. she wore a black tight-fitting jumpsuit with yellow stripes on the arms. She had five orange-red tentacles on her head. She also wears flat shoes. She has olive green eyes.

The third one is a hulking figure and his size often intimidates others. As his name implies, he has a giant toenail on his otherwise bald forehead.

Announcer: "Step right up and the fingerless freak of nature, who's strength means no bounds: Thumbskull!"

You see ThumbSkull bend bend a metallic pipe with only his strength alone. You're unamused by that, due do your experience with stronger opponents like: Ego, Thanos, Abomination, and Blackbolt. Thumbskull then throw the pipe in the air and then the girl caught it.

Announcer: "And presenting Frightwing, when this beauty let down her hair, no telling what could happen!"

Frightwing then use her hair bend the pipe to make it look like a pretzel. Frightwing then sees you and gave you a flirty wink. You roll your eyes while Mane-iac gets angry for the circus stealing her gig as a girl whole uses her hair as a means of combat. Frightwig then put the pipe on an anvil then the final one walk up to it.

Announcer: "And last, but not least, the freak who's unique skill is as vile as his attitude, Acid Breath!"

Acid Breath then release a powerful stream of gas from his mouth, which melted the pipe and anvil in front of him.

(Y/N): "Dude, his breath is so bad, that it would take all the dentists in the world to clean that mouth."

Mane-iac: "HEY FRIGHTWIG!"

Frightwig turns her attention to Mane-iac.

Frightwig: "What is old lady?"

Mane-iac then use her hair to get on stage and confront Frightwig.

Mane-iac: "Excuse me, did you stole my gig, did you copy my powers, did you pull my hair, and all of a sudden you're a circus freak show nock off version of me, I don't think so, not right now, you're getting what's coming to you, so BACK OFFFF!"

Mane-iac then morph her hair into a hammer and slam it on Frightwig and then leave the circus. Frightwig then got up and she sees stars, Thumbskull looks at Frightwig.

Thumbskull: "You okay Frightwig?"

Frightwig:

https://youtu.be/X4EWMFpXQYA

(Y/N): "Well that escalated quickly."

You then walk up on stage and gave Frightwig a hand.

(Y/N): "Need a hand?"

Frightwig lightly blushed and grab your hand as she get up.

Frightwig: "Thanks kid."

(Y/N): "No problem."

Pinkie: "Come on (Y/N), the show is about to begin!"

You turn to Pinkie and other Ultimates are in front of a circus tent. You then head to your team while Frightwig was admiring you from a distance. When you go into the tent, you followed your team to the bleachers and sit down, in a reluctant manner. You then see the announcer as he makes an announcement.

Announcer: "Ladies and gentlemen, children of all ages, the circus of laughter is proud presents, the sultan of smiles, the crown prince of chuckles, the rib tickler himself, the star of our circus: ZOMBOZO THE CLOWN!"

You and the team see a pink clown car driving around and it stop and the door open and revealed a clown with red hair and pale skin. The jumpsuit he wears is striped purple and grey, matching his bow tie. He wears big black shoes, fingerless gloves, and a top hat.

(Y/N): "Hey, I'm going to get some popcorn."

Pinkie: "Okay, just hurry up, the show is about to start!"

You then walk off while your team is still on the bleachers. The clown car then drives as Zombozo turns to it with a smile, he then pull out a large piece of red fabric at the clown car drives towards the red fabric and turn into confetti, everyone started laughing while Ben goes to the bathroom.

Zombozo: "If you love clowns, then this is the place to be, you all die laughing, that's a Zombozo guarantee!"

Meanwhile, you're just sneaking off for the intention of leaving the circus.

(Y/N): "Phew, man, there is nothing funny about clowns."

Skurd: "You read the Junji Ito books and the Cthulu Mythos without getting nightmares."

Mana: "You must face your fears sometime in the future."

You then see the circus performers robbing a nearby jewelry store.

Skurd: "These clowns are criminals."

(Y/N): "I think Brightburn can give them the boot."

You then transform into Brightburn and fly to them.

(Y/N) as Brightburn: "Stop right there, you're committing such a felony, stand down, now!"

You landed on ground as the trio look at you. Thumbskull ran up to you and the both of you did this.

https://youtu.be/kO5WPKT0690

(A/N): "Play 0:27-1:12, Hulk is Thumbskull and Thanos is you as Brightburn."

Acid Breath then release his toxic gas on you but then you freeze his head with your Arctic Breath.

(Y/N) as Brightburn: "Toothpaste, try it sometimes."

Frightwing then grab your hand with her hair, she then uses all of her strength to pull you to the ground, but to no avail. With your Kryptonian strength, you pull her onto the ground and put your foot on her back. You then see their ride and you use your heat vision to melt the tires and you walk up to their car and you pull the top off and take out the stuff and you use your Super Speed to blitz around the city to return the items and you use your repair vision on the damaged property.

Thumbskull: "Hey, that's our stuff!"

You then turn to the clowns.

Acid Breath: "No cape wearing pretty boy steal my loot."

Skurd: "We're not stealing, we're returning the items back to their rightful owners."

Acid Breath: "GET HIM!"

Acid Breath then shoot his breath at you but then you walk through it unaffected, you then flick Acid Breath on the head and that launched him into an ally. Thumbskull then run up to him as Acid Breath gets up.

Acid Breath: "Don't just stand there like a sore thumb, get the boss!"

Thumbskull head to the circus while you continue to beat up Frightwig and Acid Breath.

Meanwhile, in the circus tent everyone is laughing their heads over Zombozo's act.

Zombozo: "Laughter is the best medicine, for me!"

Then Thumbskull appeared.

Thumbskull: "Uh, excuse me boss, excuse me."

Zombozo then turn to his minion.

Zombozo: "How many times have I told you, not to bother me while I'm eating."

Thumbskull: "We ran into a bit of trouble."

Back to you and your clown beating, you were tying up Frightwig and Acid Breath with Frightwig's hair.

(Y/N) as Brightburn: "Now to turn you into the authorities."

Then an explosion of confetti appeared and revealed Zombozo, you turn to him.

Zombozo: "I'd heard you have tricks buddy, let's see you know how to play dead."

Your Thoughts: "I have kryptonian powers, I would like to see this clown beat me up."

Zombozo then punch you into the chest and then kick you under a tower, and you felt the pain. You get behind the tower in fear.

Zombozo: "This isn't a caped crusader, he's a scary cat!"

The circus trio got confused for a moment.

Zombozo: "Bring the curtains down on this side show!"

The circus trio then destroy the tower and you were under the rumble. Thumbskull then pickup a piece of the rumble.

Thumbskull: "Cape gone, hahahaha."

Zombozo: "Come on, we got bigger laughs to get."

Zombozo then teleport back to the circus tent, then ThumbSkull and Acid Breath head back to the circus, while Frightwig is feeling sorry for what happened to you, she then head back to the circus with the others, while you revert back to human form and get out of the rumble and pass out.

Later, after the circus, you spot the team feeling a bit bummed and head to them.

(Y/N): "Guys, you okay?"

Twilight: "Just, bummed out."

You don't see Timber, Flash, Gaia, Gali, or Pinkie Pie in sight.

(Y/N): "Where's Timber, Flash, Gaia, Gali, or Pinkie Pie?"

You see Ben, Fluttershy and Mane-iac coming to you.

Ben: "Gone."

(Y/N): "How are you not like them?"

Ben: "I used the bathroom."

Fluttershy: "I was also afraid of clowns too, so I hid myself under the bleachers."

Mane-iac: "I left."

(Y/N): "Well, we lost our team is down and or kidnapped, we need back up."

Ben: "Who are you gonna call?"

(Y/N): "For this situation, we fight monsters with monsters."

You then activate a distress beacon for a team of monsters. You then see a mobile base coming in for a landing an the door open to reveal a man in black clothing and sunglasses, a man in a Egyptian mummy outfit, a man with lots of hair, a large man with stitches and a hammer for an arm, and a green creature with red eyes.

(Y/N): "Ultimates, meet the Howling Commandos: Blade, Man-Thing, Werewolf by Night, N'Kantu, and Frankenstein's monster.

Blade: "Greetings my friends."

Fluttershy then jump into your arms in a bridal position in fear.

(Y/N): "Take it easy Fluttershy, they're friendly, plus Werewolf by Night is a vegetarian."

Werewolf by Night: "Yep."

As you put Fluttershy down, N'Kantu looks at your team and sees that their bummed out.

N'Kantu: "This is the work of Zombozo."

Frankenstein: "Commandos following clowns for long time."

Blade: "We've following Zombozo for months, he's been taking positive energy from others to theres nothing left."

(Y/N): "I think he absorb some of my friends powers to get stronger, he has Gaia, Gali, Pinkie, Flash, and Timber."

Frankenstein: "Power Cosmic in clown hands is bad."

Ben: "Where are they now?"

Blade: "There not far, we can still track them."

You then turn to your team.

(Y/N): "You guys are in no condition to fight, Ben, Fluttershy, Mane-iac and I will go with the Howling Commandos to fight Zombozo."

Your remaining team and the Howling Commandos head into the went into their vehicle and followed the clowns.

Meanwhile, with the evil circus was on the road and Zombozo is talking to Thumbskull.

Zombozo: "Did you pack me a snack for the road?"

Thumbskull then open the curtains to reveal Timber, Flash, Gali, Gaia, and Pinkie laughing their heads off.

Thumbskull: "I think the pink one is lasting longer than the others."

Zombozo: "Good."

You, your remaining Ultimates, and the Commandos spot the circus, while it's setting up. You have a plan.

(Y/N): "Blade, you take the Commandos and the remaining Ultimates to takedown the clowns, I'll handle Zombozo."

Blade: "You sure about this?"

(Y/N): "Positive."

You then transform into Chamalien and sneak your way into the developing circus while the Howling Commandos and the remaining Ultimates take care of the clown trio. The clowns soon spot the commandos and the Ultimates.

Frightwig: *laughter*"Looks like some people who wants to see the show without buying a ticket."

Acid Breath then take off the mask that covers his mouth.

Thumbskull: "I don't know what you are, but I'm gonna tear you apart."

Thumbskull then ran up to Frankenstein and then Frank use his laser mini-gun to attack Thumbskull. Werewolf by Night and Blade attack Acid Breath, while Frightwig retreats somewhere, until she found Fluttershy and she was about to attack her, then Mane-iac jump behind Frightwig and tap her shoulder, Frightwig then turn to Mane-iac.

Mane-iac: "Hello Frightwig, happy to see me again, like all clowns you always good for a laugh."

Frightwig: "Oh yeah!"

Frightwig use her hair to pick up some nearby crates and throw them at Mane-iac.

Frightwig: "Who's laughing now?"

Then Mane-iac got up and push the boxes off of her.

https://youtu.be/gX3ybdQiU78

When Frightwig got worn out, Mane-aic use her gauntlet to spray mind control hair spray, which is nano tech that controls Frightwig's hair. Mane-iac then commands Frightwig's hair to capture herself and the rest of the trio.

Meanwhile, you entered a mirror maze and you revert back to human form.

(Y/N): "Oh boy."

You go through the mirror maze, you hear his voice.

Zombozo: "Hi ya son, something tells me you'd be a bear full of laughs!"

you then bump into a mirror and you see his face and you back away and run off.

Zombozo: "What's your story morning blurry, was that your caped superhero, that gave my freaks such trouble, what about that weird fly outside, do they work for you or you some sort of freak?"

You then fall into a black void.

(Y/N): "I'm not a freak, I'm an Ultimate!"

You then fall onto a spider-web and you see a spider with Zombozo's face coming towards you.

Zombozo: "Come on kid, you gotta learn how to loosen up, laugh a little, it's what keep me going."

He then tear apart the web and you fall onto the ground, when you get up, you see Zombozo walking towards you. You see the positive in Zombozo's large blue studs.

Zombozo: "Now don't tell me you're afraid of old Zombozo?"

You got back on your feet and you look at him head on.

(Y/N): "You drain people's happiness, with that device?"

You point at the device that is connected to a strange device that is connected to the horrific clown.

Zombozo: "I call it the Psyclown, clever eh, soon I'll be taking my act to the big cities, millions of people laughing for me, feeding me, making me stronger."

(Y/N): "I want the rest of my team back!"

Zombozo: "Team, oh, didn't you hear, they ran way to the circus!"

Zombozo points at Gaia, Timber, Gali, Flash, and Pinkie still laughing but their bodies are overwhelmed by the machine's power. This makes you furious.

(Y/N): "Oh yeah, I'm gonna make this comedy into a full on Psychological horror when I'm done with you."

You then transform into Toepick and activate his omni-enhanced powers and Ultimate form.

Zombozo: "Nice try kid, I excel at tricks, but I don't buy them."

(Y/N) as Omni-enhanced Ult. Toepick: "Right now, you draining Pinkie's happiness from her body is too far, that makes me angry, TOEPICK UNLEASHED!"

You then open the cages in front of the three faces, this frieghten Zombozo so much that his fear launched himself into the machine and destroyed it, releasing all of the positive energy back to the people. Zombozo then come out of the machine and he spots you.

(Y/N) as Omni-Enhanced Ult. Toepick: "Boo."

Zombozo then explode into confetti. You then head to Pinkie and the others, you then wake them up.

Flash: "What happened?"

Timber: "I don't know."

Gaia: "That was weirdest circus ever."

Gali: "Why are we still in the circus?"

Pinkie: "Where's the popcorn?"

You later brought the freed members of the Ultimates outside, and your team see the Howling Commandos.

Flash: "Are those guys monsters?"

N'Kantu: "We are."

Blade: "We're the Howling Commandos."

Gaia: "Now that's a team I can get behind."

You then see the tied up freak show trio and walk up to them.

(Y/N): "Listen guys, I know someone who used to be in an a evil circus."

Frightwig: "Who?"

You then see a flying car landing next to the Commandos' vehicle, there were two people coming out of that car, one of them come out of the car, he was wearing a black outfit with purple sunglasses, with frizzled hair, a quiver of arrows, and white skin.

The man walk up to you and the circus freaks.

???(Hawkeye): "Hey (Y/N)."

(Y/N): "Guys, this is Hawkeye, the seasoned member of the Avengers and former circus performer."

Hawkeye then turn to the circus freaks.

Hawkeye: "Yeah, I used to be in a circus group, until realize we were stealing loot, I sound off the alarm and betray my trope, until Fury gave me a second chance to use my abilities as a hero."

Thumbskull: "We, never had home."

Then Fury appeared out of nowhere thanks to his stealth suit.

Fury: "Until now, if you chose this path?"

Frightwig: "I'm in."

Thumbskull: "Thumbskull is in too."

Acid Breath: "Count me in."

Fury: "Alright then, welcome to S.H.E.I.L.D."

Later, after the Ultimates head home and the circus freaks became S.H.E.I.L.D. agents and go through training to do so.

Later in Frightwig's new quarters on the Tricarrier, Frightwig is writing her thoughts in her diary about you.

Frightwig's thoughts: "One day, we'll be together (Y/N), soon."

Next: Chapter 39: The Inhumanity