|Number in Series||9|
|Writer|| Joe Casey|
|Air Date||February 25, 2006|
|Next Episode||Lucky Girl|
|Previous Episode||The Alliance|
PlotIn the beginning Ripjaws is used to defeat some criminals. Once they are sent to jail the gang walk around finding themselves a circus. When they arrive they find that a clown named Zombozo is in charge and they see three circus freaks with different abillities. This amused Grandpa Max and Gwen causing them to go inside to watch the circus. Throughout the show Ben is to creeped out by the clowns to he walks outside. However, during the show Zombozo appears to be evil and sucks out all of the laughter from the audience including Max and Gwen.
While Ben is outside he sees the Circus Freak Trio stealing money. Ben turns into Wildmutt to try to stop them and ends up being successful. However, Zombozo shows up and defeats Wildmutt. When Ben finds Grandpa Max he finds out that Zombozo has kidnapped Gwen in order to feed his hunger for laughter. Since Max's laughter has been sucked out of him, he acts tired and cant stop laughing every once in a while. When they find Zombozo's hideout, Ben goes in to save Gwen but is confronted by the Circus Freak Trio. Using Upgrade and merging with a baseball machine, he was able to defeat all three of the freaks.
Ben walked into the circus to confront Zombozo but sees Gwen on the floor showing that all of her laughter has been drained. Ben turns into Ghostfreak to save her and gets over his fear of clowns. Zombozo tries to trick Ben into thinking he isnt scared however, Ghostfreak punches Zombozo a few times and pops out from all over the place by turning invisible which made Zombozo extremely scared causing his head to explode. Ben got Gwen and got out of the tent to find Grandpa Max ending the episode.
- The gang face Zombozo and the Circus Freak Trio for the first time.