Gwens 10 Episode 6: Last Laugh (Patreon)

It was the middle of the night, but it was far from dark and gloomy. By the pier was a carnival, filled with the many attractions and sights. There were games, shops, and even criminals, with those criminals attempting to get away with a boat under the dock. However, as one of them steps on they find their foot grabbed by some scaly monstrous arm. Within seconds their dragged down under.

The other criminals, terrified, make their way back up. Whatever sea monster attacked their friend, it couldn't hurt them on land, right?

They were sorely mistaken. The monster's body seemed like the combination of some fish creature and a human woman, with smooth scaly skin that showed off and hourglass figure, three large breasts that stood perky and firm, and two heads atop those shoulders.

Within those heads were wide jaws and sharp teeth, big enough and sharp enough to grab a criminal and toss them aboard. The Ripjaws chased down the criminals and tossed many of them overboard, with only one left to see them suffer.

Not wanting to suffer the same fate as his compatriots, the crook ran as fast as he could. He ran past a hot dog cart and toppled it over in his attempt, spilling oil all over the boardwalk. He ran past some fireworks and sparklers for sale, lighting up the oil. As he got further away the carnival got covered in intense red flames, burning up everything in sight.

The Ripjaws fell to their four knees, grasping their necks as they felt their gills dry. They couldn't breathe, with the water wetting their gills evaporating almost instantly they were soon to asphyxiate. In just a few moments the two were starting to see red, and if they didn't make it to the water quickly they were going to die.

The two tried to move, trying to leap off the pier and into the waters below, only to trip as they tried to move in separate directions. They tried to speak to each other, but their voices barely registered, the two so weak they were quieter than a mouse.

Frustrated, the two pulled, each of them trying to tug the other away and towards the water. They pulled and pulled and tugged, each one reaching out in her direction, but to no avail. They pulled as hard as they could, desperately trying to get away from the fire, but with every second their shared body was growing weaker and weaker.

With no other choice, the two decided to stop fighting and focus their attention downwards. With one punch the two busted a hole below them, diving right into it in order to reach the water below. Taking a plunge was like taking a breath after holding it for a painfully long time, incredibly refreshing and bringing strength back to their bodies. This was all they needed to get the strength to stop the criminal once and for all.

"That was exhausting," the Gwens groaned afterwards, sitting in the Rust Bucket and taking the time to relax. "Ripjaws is always a pain to use."

Their complaints fell upon deaf ears, with Ben busy playing a video game and Grandpa Max just focusing on the road ahead. Bored, the Gwens just looked out the window, their faces soon lighting up when they noticed something outside.

"Look," one Gwen said. "The circus is apparently in town."

"It wouldn't hurt to stop by for one night," the other Gwen said. "Would it?"

Grandpa Max chuckled. "Sounds like a good idea," he said. "We should stop by."

"Are you sure?" Ben seemed a bit uneasy about it. "Isn't the place we're headed to pretty far? Maybe we should stick by the road for a bit."

"Actually we're getting pretty close," Max said. "We can stop by for just one show."

The Gwens cheered while Ben groaned. The RV parked at the circus in town, and the group walked in excitedly. All of them but Ben were eager to see this show, sitting inside the tent with great anticipation.

"It's not too late to turn back, we can still get on the road." Ben was insisting the group leave, but at this point it was too late. The show was about to start, and the performers were stepping onto the stage.

"What's wrong dweeb?" One of the Gwens jeered at her cousin. "Scared?"

For whatever reason Ben seemed extra offended by that statement. "Of course not," he said. "I just don't want to be late."

Gwen took his word for it and focused on the show. It was just jaw-dropping, with performers that had amazing abilities. One guy by the name Thumbskull, likely named that way for hair that looks like a single fingernail on his head, was strong enough to lift cars over his head. There was also Frightwig, a young woman with bright red hair, who could move and control her hair like they were made of tentacles. One of the most notable performers was Acid Breath, who was almost zombie-like in appearance, and likely named that way due to his breath melting through metal. These three circus freaks wowed the crowd, and the Gwens cheered for them the entire time.

Finally the main act was to unveil itself. He was said to be the funniest clown in the continent, and he was the main clown of the show. Zombozo the clown immediately drew laughs as he stumbled onto the scene, his antics drawing the humor out of everyone but one person. Ben was far from amused, in fact shifting in his seat like he wanted to leave.

"I'll go get some popcorn," he said, hopping off his chair and leaving. "Take care."

"Ben, wait!" The Gwen right next to him, a bit concerned, hopped off the chair and followed, dragging her double along with her.

"What are you doing?" The other Gwen stopped them in their tracks, pulling them back.

"Something's wrong with Ben, we need to follow him."

"He'll be alright, he probably just wants to play Sumo Slammers or something."

"There's no way, he wouldn't be fidgeting like that."

The two pulled back and forth, one Gwen trying to leave and follow Ben while the other tried to go back to her seat and sit them back down. They strained as they pulled as hard as they could, so hard neither noticed what was happening in the show. None of them noticed the machine behind Zombozo doing its thing as the audience grew more exhausted.

A large crash was heard, as if a large pane of glass broke. It shocked the Gwens a bit, allowing the one trying to chase Ben the opportunity to yank her double out the tent.

Before any more fighting could ensue however the two could see what caused the noise. The windows of a jewelry store were smashed apart, and the perpetrators seem to be the Circus Freaks. The exact same trio of Thumskull, Frightwig, and Acid Breath that were just in the tent were smashing the window to a jewelry store and stealing the items.

"Where's Ben!?" The Gwens immediately looked for their cousin, spotting their cousin ducking behind a car in fear. Luckily the Circus Freaks didn't seem to notice him, but if they did it could spell trouble.

And with the same mind the two transformed into Wildmutts, leaping into action and surprising the Circus Freaks. Thumbskull was tackled to the ground, his massive size and weight cracking the ground on impact. Fightwig was first to react, her hair whipping towards the dog-like conjoined aliens at incredible speeds. Unfortunately for her the Wildmutts were quicker, grabbing the hair with their teeth and slamming Frightwig into the dirt.

The Wildmutts were quick, sprinting around the battlefield. They were too fast for Acid Breath to strike with his acid breath, the Wildmutts coming from behind and striking him in the back. Frightwig and Thumbskull got right back up, ready to continue fighting back, but they were no match for the Wildmutts. The two Wildmutts were in perfect sync that moment, an uncommon sight, and before the two Circus Freaks knew what hit them the Wildmutts knocked them out cold.

The Wildmutts made their way to a shivering Ben, the boy finally realizing everything was okay now. The Wildmutts licked him to cheer him up, making him chuckle just a bit.

"Thanks," he said sheepishly. "I guess you guys want me to come back, don't you?"

While the Wildmutts couldn't speak, a nod of their heads was all the confirmation Ben needed.

Before Ben could even get up though a loud pop could be heard. It was like a balloon popped right next to them, although where the scraps should be there was confetti and smoke instead. An eerie laugh could be heard ringing throughout the town, howling as if the funniest joke in the world was told to it. The originator of this laugh soon made himself clear from the smoke, revealing himself to be the head clown Zombozo.

Ben crawled back and away from the clown, his eyes widening as if he saw a ghost. The Wildmutts, picking up on that reaction, growled in response to Zombozo, who just laughed even harder.

"You idiots," he yelled, his anger almost being drowned out by intense laughter. "You're saying that these mutated overgrown mutts were the ones that beat you up!?"

Thumbskull, who seemed to be the one who contacted their boss, just shook his head in confusion.

"The trick when it comes to dealing with dogs is to make yourself seem like less of a threat. They're only growling because they're scared you see, crouch down and extend your hands like this to show you aren't a threat. Here, I'll show you."

The clown was certainly not an expert in canines, but still pretended like he was when crouching down to the Wildmutts. The Wildmutts weren't exactly happy about this, roaring and leaping at the clown.

Zombozo simply laughed, laughing an eerie laugh, before kicking the Wildmutts in the shins. The conjoined alien dogs barely had a chance to react before Zombozo started wailing on them. He grabbed them by their fused arm and slammed them into the ground, grinning the entire way.

"See," he said, his expression having not changed in the slightest. "That's how you deal with dogs."

He laughed and laughed and laughed, bringing the Circus Freaks with them as they walked away and laughed and laughed. Ben, who was practically frozen as he sat there, could only watch as the clown and his Circus Freaks laughed and laughed away.

Ben sat there for a while, only moving when he saw the light of the Wildmutts detransforming. The clown and his friends didn't seem to notice, so that must have meant he was gone. Ben grabbed the unconscious Gwens and hunched them over his shoulders, dragging them away to the circus tent.

"What happened?" The Gwens were finally starting to wake up, just a bit dazed.

"The Circus Freaks got away," Ben groaned. "And so did that clown. We have to stop them."

"Shouldn't we be going back to the tent then?"

"That tent was somewhere around here, I think?"

Where there used to be a tent there was just an empty lot, with the large crowd that was here for the circus being gone too. At least one person was still left behind, sitting exhausted on a bench.

"Grandpa Max!" Upon realizing who that person was Ben and the Gwens ran right for their grandpa. He was wheezing and panting like he ran a marathon, barely able to keep his eyes open.

"That Zombozo is trouble," he said, audibly trying to catch his breath between each word. "He kidnapped the entire crowd, saying he was going to keep them as snacks as he hits the road."

"Snacks!?" Gwen was shocked. "Not only does he seem to run a criminal organization, he's also a kidnapper?"

"But why refer to them as snacks?" Gwen thought about it, but the more she did the weirder it seemed. "He's just a normal clown, right?"

"Shouldn't we get away?" Ben seemed quite a bit restless. "I mean, what if the clown comes back for us?"

"And let them stay kidnapped!?" The two Gwens suddenly spoke at the same time. "Never!"

"There's no need to worry about that," Grandpa Max said, holding up a brochure. It seemed to be an advertisement for Zombozo's Circus, and when opened up there was a map inside. "Tomorrow their circus is going to be just in the next town, if we hurry we can get there before them."

The group hopped into the RV and drove off, racing to get to the next town. The Gwens looked out of the window with anticipation while Ben paced back and forth anxiously. Grandpa Max seemed to yawn quite a bit while he was driving, though the breakneck speed in which he rushed through the road betrayed such a tired appearance.

"Zombozo must be using the show to distract people as he goes rob everyone there," Gwen said.

"For such a funny face this guy is secretly such a wicked crook," Gwen said.

"We can't just walk onto his turf unguarded," Ben said. "He beat you two up quite easily before."

"I'm sure it was just because she was a bit slow."

"What!? If anything you were slowing me down!"

"Arguing won't get you anywhere," Ben said with a groan. "Neither of you are strong enough to beat that clown!"

"Oh shut up," Gwen said. "You're not the one with the watch and a clone here!"

"Yeah," Gwen said, ignoring the implication she was the clone. "Just sit back and watch us do the fighting, what are you afraid of anyways?"

The Gwens expected a snap back from Ben only to be a bit shocked when he didn't speak right away. He just stood there, shaking, and struggling to get the words out.

Finally, after trying a few times, he spoke. "I'm afraid of clowns," he said. "And I guess seeing one that strong made me terrified for the two of you."

"Ben..." The Gwens could only stare with surprised expressions on their faces...

...before bursting with laughter.

"Clowns!? Really!? Of all things to be scared of you're afraid of clowns!?" Gwen thought this was the funniest thing she heard all week.

"If you're going to joke around about something, make it interesting at least!" Gwen didn't just think it was funny, she thought it was hilarious.

Ben was taken aback, shaken to his core from the harsh response. With a few tears welling up in his eyes he yelled back at his cousins. "Fine," he said. "I'll just hang out with Grandpa then!"

He stomped to the front of the RV and jumped into the passenger's seat. Grandpa Max didn't seem to pay it any mind, being really focused on the road ahead. His exhaustion didn't seem to wane though, with Ben starting to get annoyed at how Grandpa Max just couldn't stop groaning. He turned to talk to his grandpa, only to realize that what he was hearing wasn't groaning. He heard snoring.

"GRANDPA!" Pushing an asleep Grandpa Max off the wheel, Ben immediately took control of the vehicle. The RV swerved for a bit before Ben slammed the breaks, barely avoiding the cliff right next to them. Just a bit late and the family could have fallen to their deaths, and only a few feet before the town they were aiming for.

"What happened!?" The Gwens ran up to the front seat, shocked to see their grandpa collapsed on the floor.

"I don't know," Ben said. "But I bet Zombozo had something to do with it."

They put Grandpa Max to bed before heading to town, spotting the tent just a few feet in. They ran straight for the tent, filled with determination, hoping they'd be able to help their grandpa, only to knock down a few crates next to them.

The sound alerted some familiar Circus Freaks, who immediately noticed them running into the tent. Before they could react Frightwig pinned both Ben and the Gwens down with her hair, with Thumbskull charging in and ready to smash them into the ground.

"Looks like this time it's them who caught us off guard," Gwen said.

"But it's a good thing they kept our arms free," Gwen said.

The two smashed the Omnitrix into the ground and transformed into a slimy and gooey form. Unlike most forms this one seemed to fuse them completely, with seemingly one complete slimegirl body. Grandpa Max theorized the sign was in the eyes, speculating that while this form had two eyes most individuals of the species had one each, but whether or not that was true they couldn't tell.
The slime was in two sections of black and blue, the black sections surrounded by glowing deep blue lines. The lines were like circuitry around their shared body, wrapping over every black part. Their eyes looked like two large circles, and right next to each other looked like an infinity symbol. With the Omnitrix's faceplate right on the chest, the two had transformed into the technology based alien Upgrade.

Upgrade melted themselves and slipped through Frightwig's hair, enabling them to escape Thumbskull's attack. Thumbskull tried to follow them and pound them to dust, only for Upgrade to find themselves next to a baseball shooter.

By wrapping their body around the baseball shooter Upgrade could not only take control of it but also Upgrade it as much as they wanted. What was originally just a baseball shooter became a powerful rifle, capable of shooting baseballs with the speed of bullets.

"Eat this you freaks of nature!" Upgrade yelled before firing the baseballs like a machine gun. Frightwig was smashed through a ton of crates, Thumbskull took some head on before toppling over, but Acid Breath was unharmed. His toxic breath dissolved each baseball before it could hit him, allowing him to slowly approach the upgraded baseball shooter like an unstoppable monster.

Upgrade still tried to fire at him before realizing they were out of baseballs though. If the two were going to avoid getting turned to goop, they'd need to find something new to upgrade. Luckily the freaks seemed to have been offloading the food stalls and carnival games, things that could definitely be upgraded for devastating damage. Unfortunately as they tried to leap away they found themselves snapping back towards the baseball shooter, with the both of them having jumped in opposite directions.

"What are you doing!? There's a hot dog stand right here!"

"And there's an ice cream stand here! This way is better!"

"We can upgrade the heat of the hot dog stand and burn the freaks!"

"But it'd be much better to freeze the freaks with an upgraded ice cream stand!"

They may have had one complete body but the two were still very separate mentally. With neither of the two willing to relinquish to the other they pulled their body as far as they could to their respective side, their gooey body stretching as long and as far as it could.

"I'm telling you, this way is better!" Upgrade's arm was inches away from touching the hot dog stand.

"Just listen for once, this is better!" Upgrade's arm was just centimeters away from the ice cream stand.

In just a few moments Acid Breath would be close enough to melt them, and so Upgrade struggled and struggled between themselves as they reached for their respective stands. They stretched and stretched their bodies as thin as they could, not stopping until they finally made contact with the stands.

The food stands were immediately dragged back to them to make them easier to encompass and upgrade, with the food stands snapping into the baseball shooter like they were attached to rubber bands. Upgrade's goopy form covered both of the objects, squashing them together as the two of them each tried to upgrade their respective object.

After a bit of shouting and struggling the goopy mess eventually reformed into a bigger form. Using the baseball shooter as a base, the combined form of these items looked like a gigantic cannon. With a single blast flames burst out of one side and ice from the other, hitting Acid Breath with a combined force of fire and ice.

"Wow," Upgrade said. "Didn't realize we could do this."

Upgrade detransformed, unfusing the food stands and the baseball shooter they used earlier. The Gwens went to get Ben, hoping he was okay, only to realize he was gone.

"Ben was just here," Gwen said. "Wasn't he?"

Gwen shrugged. "Guess he got too scared and ran away."

Slowly they stepped into the tent, an air of anticipation awaiting their eventual encounter. Inside the tent was dark and gloomy, the two barely able to make out the shape of a figure in the distance. They glanced at each other with anticipation before charging towards the figure in the distance, ready to fight despite the Omnitrix not being recharged. They soon stopped when they realized the figure in front of them wasn't Zombozo or a Circus Freak or some enemy clown. It was just them; they were standing in front of a mirror.

The two seemed to be in a mirror maze, with mirrors surrounding them in every direction. Walking through the maze, the two Gwens slowly but surely made their way deeper into the tent. The closer and closer they got the more distorted their reflections became, with the two almost swearing they saw Zombozo in some of the reflections.

As they got closer and closer the sound of laughter became louder and louder, and it wasn't long until they made it to their target. Zombozo stood in the middle of the ring, spotlights focused on him like he was the star of the show.

"Welcome young girls," Zombozo said with a laugh. "I hope you're ready for the greatest show of your life!"

The Gwens reached for the Omnitrix, only to realize it still hadn't recharged. They glanced at each other with a moment of understanding, realizing that they'd have to stall for just a bit of time.

"How fortunate," Zombozo said, laughing with every word. "I was just thinking I needed so extra snacks, and behold there are two right here! Sorry girls, but I'm starving right now, so I'll cut the usual circus tricks."

Zombozo suddenly burst into action, rushing to grab the two of them. The Gwens tried to dodge, but once again ran in different directions, allowing the clown to easily grab them. Holding them in the air by the Omnitrix bound arm, the two struggled and kicked about, only to feel a bit of their energy drain away.

The Gwens soon noticed the machine behind Zombozo, some large tank of sorts with many pipes and bulges on it. They could see what seemed to be something within each of them flowing out of their bodies, and it all flowed into the machine.

"Isn't this great?" Zombozo continued to laugh as he held the girls. "It must SUCK to be you now that I'm sucking the joy out of your bodies. I wonder how happy that makes you!"

So Zombozo was sucking the joy out of people this entire time. That explained why the Gwens were feeling quite irritable and weak as Zombozo attacked them. Their kicks were too weak to cause damage, but if they planted their legs on his chest and pushed off they were able to push themselves right out of his grasp.

The two struggled to get away, running like an actual monster was behind them, but Zombozo just stood there and laughed. The Gwens could barely make it anywhere before collapsing to the ground in exhaustion, and the Omnitrix still had yet to fully recharge.

"Oh no, it seems you two are tired. Want me to put you to sleep FOREVER!?" Zombozo frolicked towards the girls with no care in the world, slowly approaching them as they struggled to even get to their knees.

"It's your fault," Gwen growled at her partner. "Any time this sort of thing happens it's all because of you!"

"You mean it's your fault!" Gwen growled right back. "It's always you disagreeing with me that starts these things!"

"You mean YOU disagreeing with ME! How hard can it be to just follow my lead!?"

"Clones aren't supposed to lead! Why would I follow your lead when you should follow mine!"

A lot of their joy had been sucked away from them, leaving only their rage and bitter feelings. As they staggered and crawled away they punched each other with their not bound arms. The punches were weak due to their physical condition, but they were certainly filled with anger.

Barely even noticing the monstrous clown behind them, the two kicked each other. Each Gwen's right leg was pressed right into each other's face, grinding their heads into the ground. The crossed legs brought their crotches together, and despite being covered in layers of pants and underwear, it still felt arousing. That arousal had all of its joy sucked away from it, so it only drew up more anger.

Zombozo was approaching, slowly making his way to the two girls, while they dug their feet into each other's faces and grinded their crotches together. Over and over and over again, their crotches rubbed up and against each other with their pants in between.

Zombozo was right behind them, smiling and chuckling as he reached down to pick up the Gwens...

A loud bang could be heard, like metal hit against metal. Zombozo had just been struck from behind, and who else would be the attacker but Ben with a large fire extinguisher. He was completely terrified, shivering as if he was about to freeze, but still facing his ground.

"Oh," Zombozo said, still smiling. "Today must be my lucky day! Three snacks for the price of one!"

Ben tried to defend himself but Zombozo easily tossed the extinguisher aside. Ben was lifted by the hair and so much joy was sucked out of him it looked like a cloud coming out of his nostrils. He was getting absorbed for minutes straight, so much so his face was starting to wrinkle and each pore on his body dried. Soon Ben was just a husk of his former self, tossed aside by Zombozo like a piece of trash.

The Gwens simply looked at him with shock. Here Ben was, absolutely terrified of this clown, and yet he somehow gained the courage to pull off this attack. And here they were, making fun of him all this time, and yet they can't do anything. It was a bit hard to describe the mix of anger and disappointment they felt at this realization, but whatever it was they didn't like it.

"Unfortunately I'm still hungry," Zombozo said, turning his attention to the Gwens. "Looks like you're next."

The Omnitrix recharged, just in time for the Gwens to transform again. A pale form that put them back to back with a shared pair of arms, the two had become Ghostfreaks, disappearing into the dark.

Zombozo seemed a bit shaken, not losing his smile but still being shocked. He looked around for the girls that disappeared, only to feel something hit him in the face. He looked for what it could have been, but nothing was there.

"Look at the little clown, not so scary anymore."

Zombozo heard a voice somewhere, but couldn't tell where it came from. At one point it was above him, then right below him, then it was right behind him. He couldn't feel the ground below hit feet. Something lifted him into the air and slammed him into the ground before punching him again and again.

"You hurt my family, so I won't rest until I crush you!"

Finally he could see what caused his issues, with a pair of conjoined ghosts materializing in front of him. The ghosts each seemed to grab at their skin with one hand, opening it up and revealing a sight so horrifying he exploded.

Literally.

Zombozo burst into a ball of smoke and confetti, shocking the Ghostfreaks.
"Aww," they said, disappointed. "That was too fast."

Destroying the machine was quite easy, and once broken the joy inside went back to their original owners. Ben was revived, Grandpa Max woke up, and everyone that was a victim went back to normal.

When morning arrived the Tennysons continued on to their next destination, travelling in the RV.

"Ben?" The Gwens approached Ben, a bit hesitant to speak. "Sorry. You know, about laughing about your fear."

"Don't worry about it," Ben said. "Besides, I'm not scared of clowns anymore. I've faced my fears and I've realized it's all in my head."

"Really? Then what's that?"

"AAAAAH!" Ben screamed as the terrifying face of Zombozo stared back at him...

...only for him to realize it was just a puppet held up by the Gwens.