//------------------------------// // Chapter 8: Why so Serious? // Story: Equestrian Omni-hero // by Blaze-saber //------------------------------// At a fair near the docks, a couple of stallions were climbing down a ladder and into a boat as one of them had a smile on his face. "Knocking over that yacht was a piece of cake." He told his partner before they both shared a laugh. He then noticed bubbles in the water and wondered what was making them before a pair of eyes glowed and a familiar claw came out and grabbed him before pulling him into the water. His partner heard the splash before he looked over the boat and saw his hat floating in the water before something emerged, Overflow. The stallion panicked as he climbed the ladder and rushed off as overflow followed from the water before he burst out and stood in front of the stallion as he advanced towards him. The stallion then tipped over a carrot dog stand as it was then lit up and fire circled around Overflow. “Getting toasty in that suit, aren’t you?” The stallion asked with a smirk. “You do know I’m a watershooter, right?” Overflow asked as he put out the fire around him and then grabbed the stallion and tossed him in a prize booth as he was knocked out. “Seriously, who took out a water shooter with fire?” He asked in amusement. A bit later, the officers came in and arrested the stallions as they were taken away. “I don’t care what anypony says. You circus freaks are okay by me.” The officer said to Overflow. “Circus freak?” Overflow asked in confusion. “I’m not a circus freak. I’m a superhero.” He said before he jumped back into the water. “Hmm. Looked like a freak to me.” The officer commented. On the road, the Chariot drove off as Silverstream saw a sign. “Zombozo’s Traveling Circus of Laughs? Cool!” She cheered in excitement. "I haven't been to a circus since I was a little colt, sounds like it might be fun." Flash mentioned with a smile. "Uh, I don't know, it might sound like it's boring to me." Rainbow mentioned with an uneasy tone after seeing the sign. "I mean, the circus is just for kids." "Hello, what are we, chopped gems?" Smolder asked with a brow. "Plus I kind of want to go considering I've never been to a circus." "I think it's kind of lame, plus it's getting kind of late." Helix mentioned before letting out a yawn. “Helix, it’s only 11 o’clock in the morning.” Twilight pointed out. “Fine by me. Okay. Alright. You guys want to go see some stupid circus? Fine.” Helix said while leaning on his hoof while the others were surprised by his outburst. "But don't come crying to either of us when you guys find out it's lame!" Rainbow boasted “What’s with them?” Manny asked in confusion. “We have no idea.” Gallus said with a shrug. They soon arrived at a circus with a few tents put up and a bunch of ponies walking in. "Whoa, there sure are a lot of ponies here." Helen mentioned after looking around. "The whole town must be here to see it." “Maybe this circus is amazing and so fun!” Pinkie guessed as Rainbow and Helix looked around and saw the clown pictures, which made them very uneasy as Helix spoke. “It’s probably sold out.” Helix said. “Yeah. We’re probably just wasting our time.” Rainbow said in agreement before a stallion appeared on a booth holding a cane and wearing a showman suit. "Step right up, don't be shy and see the fingerless freak of nature whose strength knows no bounds, stronger than hundreds of minotaurs! Thumbskull!" The stallion announced while just during to one of the tents next to him. Coming out of the tent is a buff Earth Pony stallion holding a metal pull before he used his hooves and bent the pole with his neck as the crowd cheered in awe as the others looked in amazement. “Showoff.” Manny muttered with a look before Thumbskull tossed the pole into the air. Then something caught it right when it went up, which looked like a strand of hair with metal balls connected to it. “And presenting, Frightwig!” The stallion called while showing a mare pegasus bending the pole further with her mane that seemed to move on their own. “When this beauty lets down her hair, no telling what could happen!” She then bent the pole into a loop before placing the bent up pole on an anvil. "And last but not least, the freak whose unique skills is this vile as his attitude, Acid Breath!" The stallion announced as a unicorn stallion wearing some sort of mask over his muzzle locked out. He only had tiny strands of hair on his head before he removed the mask to show off his rotten teeth and breathed out green breath as the anvil and the pole melted. “Disgusting!” Rarity exclaimed. “That guy needs major breath mints.” Sandbar commented. “A lot of them.” Flash said as he looked around. “Hey, where’s Helix and Rainbow.” The two of them were wandering around the circus until they noticed a light coming from a tent with a sign that said 'keep out' on the top. They couldn't help themselves as they peed through and their eyes widened to see a unicorn wearing some goofy outfit as he looked himself in the mirror. “Hahahahah! Howdy, folks! Are you ready to laugh?” The unicorn said as he smiled. “Perfect. That'll gonna knock ‘em dead." They saw in the mirror the unicorn had a pale white coat with a red mane while he had a Sinister smile on his face. Rainbow and Helix flinched as they walked back. “Hey.” Fluttershy’s voice said as both Helix and Rainbow screamed as they turned and saw Fluttershy and Helen behind them as they sighed in relief. “Helen, Fluttershy, it’s just you two.” Rainbow said after taking deep breaths. “Don’t do that.” Helix told the two. "Both nearly gave us a heart attack…" Are you both all right?" Helen asked. "Ever since we got here, you both have been acting really weird." “Yes. And this is not like you either, Rainbow.” Fluttershy said in concern. “What are you two scared of?” “I’m not scared of anything.” Helix denied. “Same here!” Rainbow called with her hooves crossed before Twilight came to them. “Come on, Ponies, the show is about to start.” She said to them. “Let’s go.” Helen said as Rainbow and Helix walked with bored expressions. After taking their seats in the Big Top, the spotlight shines down on the stallion from before. "Fillies and gentlecolts, ponies of all ages, the circus of laughter is proud to present the Sultan of smiles, the Crown Prince of Chuckles, the rib Tickler himself, Zombozo the Clown!" He announced before a very tiny chariot suddenly was seen driving in before it came to a stop. Then coming out of the chariot is a big hoof before Zombozo appeared from the tiny vehicle as he did a pose while the crowd started cheering and applauding as the others started laughing as well while Rainbow and Helix looked afraid. The tiny chariot drove off as it faced Zombozo, who challenged it as he pulled up a red tarp like a matador as the chariot chased him. But once it hit the tarp, it turned into confetis as the crowd laughed harder. "If you all love to laugh, then this is the place to be!" He told the crowd as he gestured to some sort of large machine behind him. "You're going to die laughing! That's a Zombozo guarantee!" "I got to go, get some popcorn." Helix told the others as he quickly made his way out of the big top. "I think I will get us some cotton candy with that popcorn!" Rainbow quickly added before she flew after him. "What's with them?" Applejack asked in confusion. "Don't know, but I'm going to see what's wrong." Helen mentioned as she stood up and followed them. However, her head felt a little light-headed a bit when she stood up before she continued on. "I was never very good at math when I was little, but I believe I have your undivided attention!" Zombozo declared. "Now how about some volunteers?" He then caught eyes of Pinkie Pie who was laughing harder than anyone in the crowd. "Ah, so full of life… for now." He whispered with a grin. Rainbow and Helix exited the circus as they panted and took deep breaths. “There is nothing funny about clowns.” Helix said. “You said it, Helix.” Rainbow agreed. “You have that thing about clowns too?” She asked. “Yeah. Though, glad that I’m not alone with that thing.” Helix said with a small smile. “What thing?” Helen asked as she appeared next to them as the two ponies screamed in startled. “Ah! Helen, can you not sneak up on us all the time?!” Helix asked in startled. “Sorry. But you two suddenly rushed off all of a sudden.” Helen apologized. “What’s wrong? I’ve never seen you two jump like that before.” She added in concern. “Nothing! Nothing is wrong!” Rainbow said with her hooves crossed. “Yeah, we just need to get out of there.” Helix added before the three heard glass shattering. “You guys hear that?” “Yeah, we did.” Helen nodded as they hid behind the chariot and gasped when they saw the three circus freaks from earlier robbing a jewerly store. “Oh no! The freaks are felons!” She called Thumbslull started taking jewelry, Acid Breath melted some of the chariots and take the belongings, and Frightwig used her mane on an bit machine and took the hold thing out as bits fell. “It’s payday!” Frightwig joked as she gave an evil laugh. “This whole circus has been nothing more then a setup! They’re not putting on a show for fun, they’re taking not only their money, but robbing them as well!” Rainbow exclaimed with a glare. “Well it’s Spidermonkey business.” Helix said as he activated the Omnitrix and switched to Spidermonkey before pressing the two buttons and slamming down the ring. Thumbskull heard the flash as he looked around as he heard monkey sounds as Spidermonkey and jumped over the chariot. “Excuse me, but is this part of the act? Because I'm pretty sure I didn't see thievering in the brochure!" He joked before shooting a string of webs right at Thumbskull. “Hey! Monkey brains! What are you--” Thumbskull was cut off when Spidermonkey then swung him around and threw him into the ground. Helen then zipped around and grabbed the things they stole and put them all in a pile. "These don't belong to you, you should really stick with a show act." She told them before she felt light-headed again. "Wh-Whoa…why is everything spinning?" She asked before Frightwig grabbed her with her mane. Frightwig then pulled her up to her upside down. “You’re fast, but not fast enough!” She called with a smirk before Rainbow Dash came flying by and grabbed her wig, letting Helen go as she was dragged in the air before tossing her to the ground. Spidermonkey then ran to the small chariot and used his webs to get the hood out and take out all the stolen items. “Hey! That’s our stuff!” Thumbskull yelled. “These don't belong to you!” Spidermonky told them before letting out an ekk or two. "You guys should really find a new hobby if the circus thing doesn't work for you." “No monkey, a pegasus, and a speed freak steals my loot. Get them!” Acid Breath yelled as he shot his acid breath at them. “Watch out!” Rainbow called as she and Spidermonkey dodged the acid, but it hit the chariot as it melted. “Okay, I don’t think a dentis is gonna fix that.” She cringed. "I got that covered, but I bet their insurance won't! Spidermonkey joked before he shot a web at Acid Breath to cover his mouth. He then jumped when Frightwig tried to use her hair to grab him before he used some web to make it stick to the ground before jumping at her and then releasing a barrage of punches. Acid Breath then got the webs out of his mouth and turned to Thumbskull. “Don’t just stand there like a sore hoof! Get the boss!” He called as Thumderskull ran off while Helen got up while rubbing her head as Rainbow came to her. “You okay, Helen?” Rainbow asked in concern. “Y-Yeah. Just tired is all.” Helen said while shaking her head. “I don’t know why? Usually when I run fast, I hardly get tired.” "Well you better take a quick power nap, because things are about to wrap up quickly." Rainbow told her as she stood up with confidence and flew right towards one of the freaks. In the circus, the others and the crowd were still laughing really hard as Zombozo had a huge machine behind him as he gave a sinister laugh. “Laughter truly is the best medicine, for me at least!” He called as the crowd laughed even harder before Thumbskull came up behind him. “Uh, excuse me, boss,” Thumbskull said as Zombozo didn’t hear him. “Excuse me.” He said again, which got Zombozo’s attatention as he frowned. “How many times have I told you not to bother me while I’m eating!?” Zombozo questioned firmly as he floated down to Thumbskull. "What is it that's so important that you have to interrupt me?!" Thumbskull gave a nervous look. “Uh, we ran into a bit of trouble outside.” He said as Zombozo frowned deeply. Meanwhile outside, Spidermonky had Frightwig tangled in his webs on the ground while Rainbow punched Acid Breath down. "Two freaks down, one to go." He said before he noticed the last one was missing. "Where's the thumb head guy?" “Wasn’t he just here?” Helen asked before some confettis exploded behind them as the three heroes turned and saw Zombozo and Thumbskull appearing. "So you're an actual monkey huh?" Zombozo asked as Spidermonkey and Rainbow looked at him with frightened looks. "Let's see if you know how to cut a jig." He then bucked the two and punched them behind a tower as Zombozo walked up towards them. Helen then ran up in front of them. “Leave them alone!” she told the Clown before she heard scared monkey noises coming from Spidermonkey before she saw him and Rainbow Dash cowering in fear. "Are you o-....o-okay…?" She felt lightheaded again before she stumbled backwards and landed on her bottom. "These ain't heroes, they're a bunch of zeros!" Zombozo told the circus freaks while they just looked confused as those three put up a fight earlier. "Do us all a favor and bring that curtain down on this little sideshow!" The circus freaks then used their unique abilities as they pulling on the tower. “Play’s over, heroes.” Acid Breath said as the tower came down on them as Rainbow and Spidermonkey panicked as Helen looked up and groaned as she managed to stay up and rushed towards them as the tower came dowm on them as they watched. “Heroes gone!” Thumbskull said as he laughed. “Come on! We got bigger laughs to get!” Zombozo called as he disappeared before the Circus Freaks ran off before a flash of light shone behind the rumble as Helen, Rainbow, and Helix were behind the remains and out of sight as they saw the Circus Freaks returning to the play. “Phew, that was close.” Rainbow said in relief. "Too…close…" Helen mentioned before she collapsed on the ground and lost consciousness. She wasn't the only one as Rainbow Dash and Helix looked tired and fell asleep next to her. Later that night, the three woke up, while Helen still feels a bit tired, as they returned and saw the circus gone with some litter on the ground and ponies walking around looking even more tired than Helen before they saw their friends sitting on some stairs while giving weak laughs. "Guys!" Rainbow called out before she hovered over to them. "You're not going to believe but we just found out!" “Heheh, Rainbow, Helix, Helen. Where’d you three go?” Fluttershy asked with a weak smile. “Where’d we go? Where’d the circus go?” Helix asked in confusion. “Yeah, it was here before we got back.” Helen added. “Huh? Uh, we-we’re not so sure.” Flash mentioned before they looked back at where the circus was. "I…I don't remember much…" Rarity spoke up through her weak giggles. "I remember we were laughing…" "Y-Yeah…it w-was so very…very funny…" Silverstream added before she looked a little woozy. “Guys? Are you okay?” Rainbow asked in concern. “Heh. We’re fine. Just a little glum is all.” Applejack said with weak giggles. “Then, why are you all still smiling?” Helen asked in confusion. "I…I don't know…" Manny replied with a weak smile. "I-I…guess th-the show was…t-too good…" "Okay…" Rainbow said with a weird tone before she noticed one pony was missing. "Hey wait a minute, where did Pinkie Pie go?!" On the road, a chariot of the circus is driving as Zombozo and Thumbskull are riding upfront. “Did you pack me a snack for the road?” Zombozo asked Thumbskull as he smirked and remove the curtin from the back reveal some ponies they captured, one of them is Pinkie Pie as they all still laughed as Zombozo eyed Pinkie before continuing on. On another part of the road, the group returned to their chariot as they were chasing down the circus after Rainbow Dash, Helix, and Helen told the others about what the circus freaks were doing during the show. "Zombozo must have zonked out the entire town during the show while his freaks robbed everyone blind." Helen theorized. "Maybe that's why they all look so tired?" "Maybe, but did they take Pinkie?" Helix questioned in confusion. "M-Maybe it has something to do with this." Ocellus spoke up before she shook her head and showed them something of interest. "I-It turns out that Zombozo supposedly died like three years ago… during an accident during a performance… and what's even creepier is that his grave was right next to some sort of chemical plant or something…" “Are you saying that Zombozo is a zombie clown?" Helen asked while Rainbow and Helix looked really scared. "Oh wait, Zombozo… his name makes sense now." “A zombie clown?!” Helix asked in fright while Rainbow looked freaked. “Great, that’s the last thing we need.” Rainbow muttered. “Helix, Rainbow, what’s bothering you two?” Flash asked weakly. “Yea, you two been freaked out after seeing Zombozo during the fight.” Helen said in concern. “What’s got you two so scared?” She asked. Helix and Rainbow sighed as they know they can’t hide it any longer. “Promise not to laugh, guys.” Rainbow said to them as they nodded. “We’re afraid of clowns. They just creep us out.” Helix said to them. “When I was a filly, I used to think clowns were cool. But when I saw how creepy they are, with those smiles and weird make-up with weird clothing, they really gives me goosebumps on my feathers.” Rainbow explained with a shiver. “Same. I mean, I was so excited to see the circus when I was little, but after seeing my grandpa wearing such creepy clown makeup, I've been afraid since. They really are creeps.” Helix said in agreement as he sighed sadly. “We’re such losers. Aren't we?” "Hey now, everyone has something they're afraid of." Applejack spoke up with a weak tone. "When I was just a filly, I was scared of heights… I was even scared to climb up the ladder to the roof of the barn… then I had enough…be-before I climbed right to the top…" “Sometimes..you..go-gotta scare…the f-fear…out…of…you…" Twilight said as her head was becoming lighter than normal and her vision became blurry. She wasn't the only ones as the rest of them except for Helen, Helix, and Rainbow Dash felt the same way before they all just collapsed. “Guys!” The three yelled in worry as they rushed up and checked on their friends before Helen realized something. “Wait, if Twilight’s out cold, then who’s driving this Chariot?!” Helen asked in worry. "Oh boy…" Helix muttered before the chariot began to move out of control and started going down a hill. The three screamed as they went down the hill. “We’ll crash if we don’t stop this thing!” “Let me try something!” Rainbow yelled as she got onto the front of the Chariot and tried to steer it as she managed to avoid some trees, but then she saw that they were getting close to a cliff. “Guys! We’re running out of hill here!” “We need an anchor, fast!” Helix exclaimed. “I’m on it!” Helen called as she then started using the tarp on the chariot. “Come on, come on!” She pleaded but as the chariot went through the threes, the tarp came off. “Well, that didn’t work.” “Okay, hold on! I’m gonna try this!” Rainbow called as she flew in front of the chariot and used her strength and flight to pushed it as the wheels shrieked before Rainbow got it to stopped before it go over the edge. “Phew. Glad that’s over.” Helix then turned to his cousin. “Flash, are you okay?” He asked in concern. “So… sad.” Flash mumbled. “So very, very sad.” “Flash, what happened inside the big top after we left?” Helix asked. Each of them thought hard for a moment before they remembered something that happened in the big top. They remembered they were laughing at Zombozo's performance and didn't notice the machine was lighting up as they felt their energy being drained. They then remembered him saying something about loving the feeling of positive energy and how it feeds his soul. "I…I think Zombozo robs creatures of more than just their possessions…" Twilight muttered in a weak tone. “I think h-he also takes th-the happiness o-of others… until there's nothing left…" "That's why I felt so lightheaded when we first fought him, I was drained a little of my energy.” Helen said with realization. "Maybe it's a good thing I followed Rainbow and Helix out." “And he's got Pinkie Pie who is a laughter machine!" Rainbow exclaimed with worry. "An-and what's worse…i-if he takes a-all of Pinkie's energy…sh-she'll die…" Twilight finished before she lost consciousness. Helen, Rainbow, and Helix looked on in horror as they looked at each other. “We gotta stop that clown! Fast!” Helix called. “Not a problem for us.” Rainbow called with determination. “Helen, you think you’re still good to carry Helix?” She asked. “I maybe be drained a bit, but unlike the others, I still got enough gas to go!” Helen called with determination. “Great, let’s go while the others rest.” Rainbow said as she took off at high speed. “Hang on, Helix. This is gonna get bumpy.” Helen said as she picked up Helix. “For Pinkie and the others, it will be worth it!” Helix called as Helen took off at high speed after Rainbow as they followed the trail to Zombozo. After a bit of running, the three heroes stopped as the circus was being constructed again in an area as they hid behind some crates. “Well, we’re here.” Helen said as she took deep breathes. “Phew. Talk about being drained a bit. I was barely able to keep up with Rainbow.” “At least you’re still standing unlike the others,” Rainbow said  before they turned looked over and saw the circuit freaks still setting things up for another scam. Rainbow and Helix freaked out and turned and saw the Zombozo poster and gasped as they accidentally made on of the crates fall. “Oops.” She muttered. The Circust Freaks heard the sound as Frightwing laughed as they put the crates down. “Looks like we got somepony who wants to see the show without buying a ticket.” She said as she removed Acid Breath’s masked. “Nice going, Rainbow.” Helen said with a brow as Rainbow gave a sheepish look as Helix thens tarted activating the watch as he slammed it down, but the core is stuck as he hit it hard. “You never make this easy, do you?” Helix questioned his watch before he put the faceplate back up and changed it up. Each of the freaks started attacking the crate one by one until it was nothing but a puddle of acid and broken board. But then a flash of green light appeared behind another set of crates when they heard some sort of noise. "What was that?!" Thumbskull asked before a slimy fist punched the three of them back. They quickly got their bearings before Goop stood tall in front of them. "I don't know what you are, but I'm gonna tear you apart!" Thumbskull told him before he charged right at him. "You want to play a game, let's play!" Goop challenged before he turned into a puddle right before Thumbskull was closing in. He then slipped on Goop and was hit in the head with a frying pan by Helen. “That’s for trying to suck my happiness out.” Helen said before she then started throwing things at Frightwig, who redirected them back to her as Helen dodged. “That all you got?” Frightwig questioned. “Just warming up, lady.” Helen said as she stood up and started throwing some baseballs at a high speed towards her. She managed to dodge a few of them before another few more trips before Helen then she tied up Frightwig with her own mane before she knocked her out with a punch. "Two down, one to go!” Rainbow declared before acid breath jumped on some crates and started breathing acid. The three of them quickly moved out of the way to dodge his breath before hiding behind some crates. "Didn't your mommy ever tell you it's not polite to spit?!" “Who do you think taught me in the first place?” Acid Breath questioned as he was about to send his breath at her, but Rainbow threw an apple on his mouth, blocking it as she flew at him with multiple punches and knocked him down.  “Strike three!” She quipped. "All right, now let's get the clown!" Helen told the two before walking up to the front of the big top. She can tell the two of them were nervous as they were shaking, Goop especially as his body was moving like crazy. "Look, remember why we're here. We have nothing to be afraid of if it means saving one of our friends and stopping this maniac." "Right, he's just a zombie with a funny outfit… Nothing we can't handle, especially with me as Goop." Goop said nervously before the Omnitrix timed out any transformed back into Helix. “Seriously, which side is that watch on anyway?!" Rainbow complained. “You tell me!" Helix responded. “Hey, powers or no powers, we can still don this.” Helen assured them. “Remember, it’s for our friends and Pinkie. Remember why we’re doing this.” She said to them as the two took deep breaths and nodded as they all entered the the tent as the three flinched back and saw their reflections before they realizes it’s just a mirror. “Oh, great. Now we’re afraid of our own reflections,” Rainbow saracstically said. “Let’s just go.” Helix said as the three walked into the tent as somewhere, Zombozo gave a sinister look as the three entered the mirror mazed. “Hiya, kiddos!” Zombozo called as the three heroes heard his voices as they glared. “Something tells me you’d three barrels full of laughs!" The three of them continued on before they bumped into a mirror that was a dead end. They backed up before their heads turned into Zombozo's and the reflections. "Hey there team frown, why so serious?” He questioned as they backed away and saw many Zombozos as they ran off as he tried to reach them, “What’s your stoires, morning glories? Was that your four armed ape that gave my freaks such frowns?” He questioned as the three ran through a strange area as a headed spring Zomoboz appeared. “What about that weird blob outside? Do they work one of you three or… Are you some kind of freak like your girlfriend, boy?” He questioned as the three were tossed in the air. "WE'RE NOT FREAKS!" Both Helix and Helen shouted as all three of them started falling into a void before flames lit up and took the form of Zombozo's face. Then while Rainbow Dash was flying, both Helix and Helen were swinging on a trapeze. “Okay, this is starting to get creepy!” Rainbow called as the trapeze Helen and Helix were swinging on broke as the two fall as they landed on a spiderweb. “Hang on guys, I’ll get you out!” “Please! This stuff is super sticky!” Helen called as a spider of Zombozo came crawling towards them. “Come on, kids! You’ve got to learn to loosen up. Laugh a little.” Zomoboz said as he crawled up to their faces. “It’s what keeps me going.” He said before he cut the webs as the two fell while Rainbow followed as Helix and Helen landed on the ground. They got up when a spotlight shined down on the three of them before Zombozo came out of the shadows with a grin on his face. The three of them could see the suit he was wearing had orbs and could see would look to be Souls of the creatures he took happiness from. They then saw Pinkie Pie in the orb of his top hat while laughing hysterically. “Now don't tell me you're afraid of old Zombozo?" He asked as both Helix and Rainbow Dash were trembling in fear. "We know how you died three years ago during an accident, but why are you doing all of this?!" Helen questioned as she stood in front of the trembling ponies. Zombozo then stomped his hoof before a spotlight shined down on his machine before a cable extended out and attached itself to his back. He was then lifted up in the air by the cable before he let out an evil laugh. “Only what every clown worth his floopy shoes wants, to make people laugh!” Zombozo said before he then got in front of the three with a cazed expression, which spooked them badly. “Then drain their positive energy like a sponge in a pool party that helps keeps me going and maintain my soul!” He added while spitting out som saliva as their faces before he returned to normal. “Is that so wrong?” He asked innocently. “Is that the machine you use to suck the happiness out of your audience?” Helix questioned while trying to keep his fear from controlling him. “I call it the Clyclown. Clever, eh?” Zombozo asked with a smirk as he flew around his machine. “Soon, I'm taking my act to the big cities like Canterlot! Millions of ponies and other creatures will be laughing for me! Feeding me! Making me stronger!" "I want my friend Pinkie Pie back!" Rainbow demanded when she looked up at look him in the eyes. "Friend?!" Zombozo repeated as he spat in her face. "Didn't you hear? She ran away with the circus!” He told the three as he gestured to another part of the Ring as a spotlight shined down on a shriveled up Pinkie Pie who laid on the ground and barely let out a chuckle as her mane and tail were deflated. One look at their friend and both Rainbow and Helix's fear turned into anger as they both glared at the clown. "Oh you're funny." Helix told him as he activated his recharged omnitrix. "But we're the ones who are getting the last laugh!" After choosing which alien he wanted, he pressed the two buttons and slammed down on the core as he transformed into Upgrade right in front of the zombie clown. Zombozo looked at him for a moment before he shook his head. “Nice try, kid, but I sell the tricks. I don’t buy ‘em.” He said with a smirk. “We just figured out there’s something we’re even more afraid of than you.” Upgrade said before he then punched Zombozo in the face, which made him spin and got caught in his cable as he glared at them. “And that's losing our friends to some goofball emotional vampire zombie.” Rainbow said as she flew around Zombozo, punching him many times as he lowered himself to the ground. “In other words…” Helen added as she sped up to Zombozo with her fist raised, and then she socked him in his clown noise. “You are going down, clown!" Zombozo growled in frustration before Rainbow and Helen had a smirk on their faces. "And another thing, you probably shouldn't have shown us your source of power." “Because our friend there can control anything like that.” Rainbow added with a smug tone. “Wait, what?” Zombozo asked before he turned to his Cyclown and saw that Upgrade merging with it. “No! What are you doing!?” "We’re going to see how tough you are when you're the one being drained of energy!" Upgrade replied before he managed to make it go in reverse. Zombozo then felt all the positive energy he stole things zapped out of him before it was released like an energy pulse. Pinkie's positive energy immediately went back to her, as well as all the others he stole returned to their rightful owners. Then they saw Zombozo fall to the ground as he was becoming all shriveled up. "Boy, you don't look so good. You really should see a doctor." “I-I’m warning you three to back off.” Zombozo said nervously. “You wanna see something really scary?” Helen asked as she then quickly brought out a scary zombie mask, which made Zombozo flinch and crashed into his machine as he fell to the floor as he crawled in fear. “I knew having that zombie mask would come in handy.” She said with a chuckle. “Nice joke, Helen.” Upgrade said as they moved towards Zomoboz. “Aww. Now, don’t tell us you’re afraid of old us.” Rainbow taunted with a smirk. “Please… No more!” Zombozo pleaded. “Boo!” The three called, which made Zombozo expanded and he blew up in confetti as the others flinched back in shock. “Oh. That kind of even freaked me out.” Rainbow commented as the Omnitrix timed out and Helix transformed back as Rainbow remebered something. “Pinkie!” She cried as she rushed up to Pinkie, who reverted back to normal state as Rainbow placed a hoof on her in concern as Helen and Helix came to them. “W-What? Guys?” Pinkie asked tiredly as she managed to get up. “Hey, where’s that popcorn and cotton candy?” She asked. "Yep, she's all right." Rainbow said with a smile. A bit later, after the rest of their friends regain their positive energies, they managed to catch up with the others as they send a little to the police as they arrested the Circus Freak and the Chariot drove off. “You guys feeling okay?” Helix asked them. “Happy as a hyped bunny.” Applejack answered with a smile. "Yona will never trust clowns again." Yona declared with a tone. "That was pretty smart, you two beating your fears like that." Flash mentioned as he rubbed Helix's head. “Thanks. And we’re just happy to have beaten that zombie clown.” Rainbow said with a smile. “With him gone, things are just calm and normal laughs.” She said as Smolder appeared with a clown mask between Helix and Rainbow. “Boo!” Smolder called out with a laugh, but Helix and Rainbow didn’t flinch. “Oh. Hi, Smolder. Trying out some new makeup?” Helix asked with a smirk. “Because that fits you really well.” Rainbow said with a smile. "Aw, you both are no fun anymore!" Smolder complained as she tossed away the mask. “Guess she can’t take a joke.” Pinkie said with a shrug as they all laughed as they drove off, glad that Zombozo’s energy draining and circus career is now over and that every creature is now happy again.