Tick-Tock The Bet is Up

by Black Hailstorm


Chapter 12

Chapter 12: Say hello to the Clown
Why do you look so sad? Cmon over here and let me put a smile on that face.

“I wonder what they’re reaction will be when they see us” Cadence said with a smile as the group neared the town of Ponyville.

“I’m sure they’ll be really happy to see us, especially since we haven’t been able to contact them in so long” Fluttershy said.

“I am also looking forward to meeting Princess Twilight. Cadence has told me much about her as well as the adventures you and her friends have went on.”

Fluttershy smiled, a slight blush touching her cheeks. “I’m sure everypony in Ponyville will be happy to see another zebra around.”

“Well it looks like they got most of the town fixed up after Natani’s incident” Ben said as they got closer.

Walking a bit quicker so they could meet the town members the group entered Ponyville only to see the ponies of the town roaming around, looking bereft of color and cheer. And strangely to their surprise all the ponies they passed didn’t even lift a head up to say hi, smile or even wave at them.

They all just looked so sad. And the few that actually were smiling, laughed.

Discord floated over to a random mare and watched her move slowly past him, her head held high, as she held a creepy grin on her face, chuckling here and there mumbling words of incoherence.

Tapping her on the shoulder Discord expected a surprised reaction, but instead. The mare burst out laughing, fell to the ground on her back and clutched her sides like Discord was the funniest thing she’d seen on the planet.

For a few seconds Discord didn’t know what to do but stare in confusion at the mare before he teleported and reappeared by the groups side. His eyes scanning every pony carefully. Till finally he spoke up.

“Something is definitely wrong here. I do enjoy a good laugh, but I’m getting nothing but senses of dark magic here.”

“What do you think could have caused this?” Cadence asked as she watched a pony whose head was hung quite low and looking sad walked by them.

“I don’t know” Ben said, his eyes moving towards Twilight’s castle. “But whatever happened here, let’s hope Twilight and the others weren’t affected.”

And with that the hero kicked his forehooves into the air before galloping off in the direction of the crystalline castle. His friends and cousin following right on his tail.

What the heck happened here?


Location: Los Angeles, California
Time: ???

The city where the party never ends lay in ruin. Just as Bellwood the heroes of this town did what they could to stop the iron beast, but all fell to his power, and now the great being with sapphire green eyes that glowed in the darkness that surrounded him, made his way towards a certain building.

Every step Count Down took, seemed to shake the very earth, every step informing his next target that he was coming. That he was here, and that no matter where this target ran, he would always find them.

Count Down’s massive form shrunk to that of a more human size, and as he stopped in front of the building, lighting struck illuminating what he had left behind him in his wake.

The bodies of thousands lay either injured, unconscious, or simply unable to move. Some being Plumbers, others being Plumber kids and very few being citizens. It did not matter, they would all soon be dead anyway.

Grabbing the door handle and opening it, the being entered into the building staring at the lobby. He proceeded to walk through the Plumber base in silence, all lights were off and the only thing that illuminated his way were those green eyes.

He stopped, hearing movement. Then turned behind him to see a single plumber officer pointing a plasma rifle at him.

“Freeze scumbag!” the battered man ordered. He had a small cut near his temple and was bleeding just a bit, aside from that he simply looked dirty with no other injuries visible.

Count Down stared at the human in silence, then turned his back to him. He had no time for whelps that would be a waste of his precious resources.

“I said freeze scum!” A warning shot was fired, it soared past the golden striped armor of Count Down’s head before he looked at the wall that had just been vaporized. Turning his attention back to the man, he looked at him, his sapphire green eyes narrowing.

“You are willing to die to protect these criminals?” the voices asked.

“I’m willing to die to stop you!” the Plumber officer yelled.

Silence.

Then Count Down took a step towards the man.

“I said freeze! I will shoot and you will die!”

Another step was taken, some of the debris that had been knocked around during his fight with the earlier entourage having made it’s way under his foot, giving an audible crunch as the armor clad heel dug itself into the masonry on the ground.

“I warned you!” The Plumber pulled the trigger.

BAM! BAM! BAM! BAM!

Shot after shot after shot after shot, was fired into the body of the giant interstellar, being. Each hit allowing smoke to rise off his armor, just barely slapping him around as the loads were unloaded, Count Down counted a total of 42 bullets being emptied into his body of plutonic based ectoplasmic acid rounds being fired.

Till finally the Plumber stopped firing, squinting his eyes to see through the smoke.

Nothing happened. The smoke still surrounded the spot where the interstellar being had been, but the fact that the thought of him being dead, was a good enough reason for the Plumber to relax, leaning his back against the door and slowly slide down it to fall to the ground his gun still in his hands.

“Well done.” The dominant voice of Count Down boomed over the others. “You have shown me that you are very brave, foolish yet brave. I suppose it is common in all humans is it not. Ben Tennyson was brave till the end, and so are you the Plumbers. I guess it is a common trait with your species, or at least some of them.”

The Plumber reached for his gun only to have it sail into the air away from him, as those sapphire green eyes left the smoke that they had pierced through to look at him the Plumber remained strong, not crumbling to a heap like some of his comrades had done when they were ordered to defend this tower with their lives.

Count Down now stood above him, then he heard a click, his eyes glanced over to something in the man’s hand.

A lvl 1 Plumber tech hand-grenade. Not strong enough to even put a scratch on his armor, but definitely strong enough to kill this man at this range.

Sapphire green eyes, met the pale red eyes that stared at him in silence, accepting his fate, as he gripped the weapon to him. The sound of the device activating its detonation sequence, as the man tightened his grip on the device, showed Count Down this human was serious.

A faint grin passed the man’s face as he looked in the face of death. “See you in hell.”

BOOM!

Everything froze. Count Down stared at the human who now held the fractured explosive power of the device in his hand.

If he allowed time to continue. The man would die, and then he could simply go up to the very top of this building and secure what he wanted.

So he did, this instead.

Moving towards the frozen human whose eyes were shut, teeth gritted as he felt the thing in his hand waiting to slam it’s power into him Count Down grabbed the grenade that was ready to explode, and crushed. The explosion in his hand died with a faint burst of steam before he turned to look at the frozen form of the human, still waiting to die.

A few seconds passed and the massive being continued to stare at the Plumber who had basically just sacrificed himself for others.

“Humans are such fickle creatures” the voices said, before he turned around and unfroze time. He heard the man gasp, touching his body, making sure he hadn’t lost the hand that held the grenade only to find everything still intact. He’d went..unharmed.

A voice made Count Down stop as he approached the elevator that would take him to the top.

“Wait!” the man shouted. He was now standing a few feet away from Count Down, sweat running down his face, like he had been in the shower recently.

“Why did you save my life?!” the man asked with anger. “Why are you doing this?! What is your goal here damn it!”

Count Down’s eyes gave the man a stare that silenced him before he could say more. “I did not save your life” Count Down instructed.

“I prolonged it for my own gain, but if you truly wish to die so much” a chain appeared in his left hand, before a vulpimancer appeared out of thin air, trying to claw at the human before it before Count Down’s chain caused it to reel back..

“Then so be it” the eyes glowed. The man stood back, staring at the interstellar being that had just saved his life, and was now threatening to kill him if it’s what he wanted. Moving over to grab his plasma rifle, his eyes never leaving Count Down, the human knew when he’d been beat.

“You’re a strange alien you know that?”

“And your race is the strangest of them all” Count Down said. He released the vulpimancer before turning his back to the sound of rifle fire, and screams of rage from both sides. Stepping inside Count Down watched heartlessly as the man he had just saved, was now wrestling the vulpimancer beast with the enhanced strength he had gained from his father’s side of the family.

For a brief moment, Count Down and the Plumber’s eyes met. Then the doors shut, before he heard more gunfire and yells of rage.

“It is done.” The voices said with finality.


Stepping out of the elevator Count Down moved past the Plumber cells towards a specific one. Plumber Cell 4136, he snapped his fingers and the being that had been locked in the cell disappeared.

The person in front of him now, was a decrepit clown. A pitiable being, who gave up his humanity for the sake of “sick jokes.”

“Zombozo” the voices said.

“Your majesty”, the clown bowed with a sick grin. “It’s always a pleasure to see the one who took down my greatest enemy.”

“The feeling is not mutual mortal.”

“Oh but it is” Zombozo said from underneath his hat, his eye glaring from destroyed hair on his head. “In fact, allow my friends to give you a little show.”

Zombozo backed away, and out came the three musketeers. Acid Breath, Frightwig and Thumbskull.

Frightwig tied Count Down’s arms and legs, pulling to keep them in place. Thumbskull made sure he had a firm hold on the still slightly large fellows arms, and Acid Breath released acid from his mouth.

The breath touched the armor, and immediately the two circus freaks holding him steady shoved him straight into it.

Count Down’s voices let out a pained howl, that shook the very room as he let the acid breath cover his armored body.

The trio laughed while they watched the interstellar being breath in the acidic breath, that cascaded around his body before he fell to the ground, trembling in what they could only assume was pain.

Zombozo laughed joining his comrades. “Well well well, looks like our interstellar being isn’t invincible after all.” The clown said leaning in to lift the head up of Count Down.

“Go on guys teach him a lesson.”

And so they did, pounding on the interstellar being and breathing acid on him as Count Down only howled in more pain and anguish doing nothing to stop them. Minutes passed, and not a drop of blood or anything of the sort could be seen coming from the being, so Zombozo stopped them. His curiosity reaching its peak.

“Strange. You don’t seem to be bleeding, but you sure do seem to feel pain. How does it feel Mr. Incredible? What do you say to all those claims that you are impervious to anything?” Zombozo asked leaning in to the pained look that radiated from those...not so green eyes?

“I never said I was invincible” the voice of Count Down said behind them. “I merely said that you were all to weak.”

Before any of the trio could turn to retaliate Count Down swung his arm, knocking Frightwig clearly across a few tables and chairs, before he turned towards the charging Thumbskull who he grabbed by the throat and slammed him through the ground.

Lifting his armored foot, Count Down slammed it into the muscle head hearing a pleasant crack come from the ribs as he imbedded Thumbskull into the very tiled ground itself. Then he smelled the acidic breath.

Turning to face who was behind him he saw the ugly mug of the being called “Acid Breath” staring at him with a confident smile, as he breathed his foul stench into the mask.

“No matter how strong you are. You need to breath, and that’s what’s going to kill-” Count Down shoved a finger on the freak’s lips silencing him, then to show him how foolish the dirty mouth human was being he sucked in the foul stench of his breath and breathed it out for him to see.

Frightwig, who was barely conscious saw this before passing out, Thumbskull who heard Acid Breath whimper, simply gave up- his body sore from the weight applied to his ribs.

“One more thing” Cout Down said. “Have you ever heard of the human thing called “breath mints?”” Acid Breath nodded. “Good, use them.” Tossing him like a javelin over to Frightwig he watched the bald man slam into his teammate before he turned to face the now surprised Zombozo.

“B-But how? How could you” he paused turning to see that the Count Down behind him they had been beating on was still on the ground. Zombozo took the mask off the weaker Count Down, and stared in horror at what he saw.

His own face, although much more bruised now, worse than the decrepit state it already was in staring back at him,

The clown shook with rage, before the real Count Down grabbed him and picked him up, turning him to face him.

“You like making jokes correct filth?”

The clown nodded.

“Good. Then you are of use to me after all” the monotoned voice said. Snapping his fingers the two teleported out of the room, leaving the broken bodies of the Circus Freak Trio behind them.


Location: Equestria, Ponyville.
Time: 12:30 pm. - Day 4

Ben burst into the common room of Twilight Sparkle looking around only to see that all the lights were dimmed.

Soon enough the flash white stallion heard the steps of his comrades coming in his direction. “Do you see her?” Rainbow Dash called as she floated in.

“No!” Ben said as he galloped over to the library only to see nothing at all.

“We need to split up!” Gwen said, and so that’s what they did. Covering the castle and checking all the areas on the first floor before moving to the second floor with Ben leading his team.

Then he heard it. Laughter, coming from Twilight’s room. The laugh was so bereft of joy or happiness, felt so dry and seemed so disturbing in this dim looking castle with no lights on save for the sunlight that came through the windows that it sent a chill up Fluttershy’s spine.

Everyone crowded the door. Discord, stayed watching everyone’s back making sure no one could get the jump on them.

Three...two...one” Ben whispered before he kicked the door off it’s hinges with his front hoof. Rushing into the room, only to see darkness and here laughter coming from the farther corner side of the room.

Gwen lit the way, moving her paw slowly in the direction of the laughing figure. Cadence pushed by the others taking a step towards the figure when Gwen stopped at the shaking figure of it’s lower half. The lower half of a dragon.

Illuminating the entire room, everyone watched with bemusement as Spike, leaned against the wall. Laughing, tears rolling down his cheeks, as he clutched his sides. Cadence’s eyes widened with concern as she moved towards her adoptive brother-in-law.

“Spike?” she said gently. The dragon’s laughter quieted. Slowly drawing to chuckles and giggles. “Spike what happened? Why does Ponyville looks so...so bland?”

Fluttershy and Rainbow Dash moved towards their still laughing friend now looks of concern written all over their faces. Even Discord left his position, teleported into the room and stared silently at the laughing dragon.

“Spike” Ben said softly moving towards the shaking dragon who was still chuckling, the tears from the pain of his sides slowly falling down his cheeks.

Fluttershy lifted the dragon and gently nestled him in her embrace, Rainbow Dash and Cadence both looking on at Twilight’s number one assistant with the utmost concern.

“Spike” Ben said again, this time the dragon responded by looking at him. He was still chuckling weakly, like laughing gas had been used on him and he just couldn’t stop.

“Spike, what happened here? What happened after we left?”

The entire group stared in silence, as Spike slowly quieted down for a second. Opening his mouth like he was about to say something important. But he pursed his lips, trembling, as he fought the horrible urge that wanted him to laugh more.

Just barely they were able to catch the words that the baby dragon bravely managed to sputter, before he flew into another fit.

“P-P-...” he bit his lip. “P-Pinkie’s...go to Pinkie’s! Pfffft! HAHAHAHAHA!” he threw into another fit of laughter clutching his sides as Fluttershy tightened her embrace around him, as he shook with every laugh.

Ben’s eyes watched with a feeling of both pain and sorrow as the baby dragon continued to laugh, clutching his sides as he knew pain was going through him. Looking back at Kevin and Gwen, he could see the dracony had buried her face in Kevin’s mane, unable to watch the pitiful display before them. Kevin kept a strong hoof, gently stroking Gwen as he looked at Ben with anger in his eyes, by what they were seeing. Rook was also staring with a pained expression on his face as he watched this display.

“Here Fluttershy” Discord said. “Let me take him.”

The mare hesitated, but the kindness she could see in the draconequus’ eyes made her comply before she gave the laughing, Spike who now drew in long breaths to breathe was met in Discord’s mismatched hands.

Sitting Spike on Twilight’s bed Discord stared at his friend , who was still crying and now drawing in long heavy breaths for air. Raising his fist Discord, clenched his lion paw and gave a swift strike to the dragon’s face. Knocking him out.

Immediately getting pushed into the wall, Rainbow Dash snarled at Discord with a rage, only to be yanked away by Cadence’s magic which she thrashed and struggled against.

“Discord you dirty little-” Rook’s whistle silenced Dash for a moment as he drew the entire group’s attention to him.

“What he did was right” the Revonnahgander stated.

“What do you mean?” Fluttershy said tears falling down her face as she lifted the unconscious Spike to her side.

“Yes what do you mean?” Cadence said as she struggled to keep her tears and rage under control. Dash had stopped struggling and was now glaring daggers at the draconequus.

“Had he not knocked the dragon out and we had taken him with us. Whatever affected the town, could come after us. Or even worse he could have died.”

Silence filled the room at this proclamation, every eye now on the sound asleep Spike who was no longer laughing. At least for now.

“But surely, he could have done it in a better fashion” Gwen said, frowning. “I mea that punch was-”

“It was the fastest method. Besides you all saw how his chest heaved in and out as he sat on the bed. He would have died from lack of oxygen. Who knows how long he’s been like this till we found him.”

More silence, Dash seemed to have calmed down as Discord silently lifted himself off the ground, and away from the wall his face remaining impassive, as he stared at the cyan pegasus who’s glare slowly receded into a normal stare.

“Sorry for trying to attack you” Dash mumbled. “It’s just-”

“I know Rainbow Dash” Discord said his eyes now on Spike. “I know.”

A few more seconds of silence passed and Cadence released Dash from her frozen stasis. Kevin turned his back to the group heading back down the stairs where they’d came.

“Well, let’s get going. If we wanna make sure the rest of your friends are alright I suggest we go to this Pinkie’s place before we’re too late” Kevin said, moving down the steps.

The group nodded and one by one the each left the room, Fluttershy now carrying the sleeping Spike on her back.

Ben allowed Kevin Rainbow Dash to take the lead as the lead them towards Sugarcube Corner.

I hope nothing else bad happens.


Location: Bellwood, Ruins of Plumber Base
Time:???

Having returned to the ruined city Count Down dropped Zombozo to the ground like a rock. The clown bounced comedically on his rear and stood on his two feet staring at the massive form of the powerful being whose sapphire eyes stared back at him.

“What if I make you a deal?”

Lightning struck, from the dark red clouds above, making the massive figures appearance appear even more menacing despite him being the same size as a human now.

“I refuse” the voices responded.

“What if-” This time lightning struck the ground inches away from where the clown stood, causing him to jump back in terror.

“I said” Count Down’s myriad of voices growing heavy in their monotoned state. “I refuse” with finality in his voice.

Zombozo smiled politely and nodded, his deteriorated head. “Y-Yes sir.”

With a wave of his hand, a portal appeared, a few feet before the two. And just as said portal appeared Zombozo took cover, as a ball of fire was sent hurtling past him, and the armored being.

“Looks like we’ve got company” Zombozo said from the safety of the giant building debris he hid behind.

Count Down turned to see a pyronite walking towards him, with a Plumber badge on his chest. Shaking his head, the being clapped both his hands and instantly the pyronite was thrown back by a burst of power slamming into him and throwing the alien into one of the already ruined buildings.

Count Down turned his attention back to the clown who was trying to escape. An invisible force wrapping itself around him before he was dragged back to Count Down’s side.

“I’ll ask you one more time” Count Down’s dominant voice said. “Do you like seeing people laugh? I know of your history. I know of what Ben Tennyson took from you as you and your circus folk traveling the world bringing laughter all around.

“And I know that you’ve lost it all ever since your encounters with the hero.”

“Your point is?” Zombozo said with a twisted scowl, his one good eye staring at the armored being that held him in his psychic grip.

“My point is I am giving you a chance to go and have your last meal. Or die here and now as my shield.”

Zombozo somehow managing to rub his chin despite both hands being held to his side, he nodded a grin forming on his face. “I’ll take the former” he said with an all too chipper smile.

“Good answer.” Swatting a giant fireball away as if it were nothing, Count Down turned his back to the portal and telekinetically threw the zombie-like clown into it, as the clown sailed to through the air towards it, he heard him say.

“It’s always a pleasure doing business with a wonderful client!”

Then the portal consumed Zombozo, before closing and fading out of existence. Count Down now stood face to face with the Pyronite glaring at him, three other Pyronites joining the fight as well.

Count Down shook his head in disapproval. “Honestly. If you are going to fight, come up with a better plan than frontal assault. At least the idiot clown and his pathetic lackey were able to come up with better attack plan.”

A fireball hit him in the face.

Count Down shrugged it off, his sapphire eyes glowing as he stared at the alien that threw it at him. “As you wish.” he said raising some of the debris behind him. “It’s your funeral.”


Location: Ponyville, Sugarcube Corner.
Time: 12:52 pm.

The group had now made it to Sugarcube Corner, and as they passed through the town Ben, Gwen and Kevin took note of how some were happy laughing and chuckling. While others were sad.

Rainbow Dash kicked the door to the Cake’s bakery shop open and flew in. “Pinkie! Mr & Mrs. Cake?! Pound? Pumpkin?!”

There was a sound upstairs, and the group froze. Quickly rushing up to the source of noise the group barged into Pinkie’s room only to see Applejack, Rarity, Twilight and Pinkie Pie staring at the ceiling like the very meaning of life had just been revealed to them.

Ben, Kevin and Gwen entered leaving the others to gawk at their friends with worry. Fluttershy was looking at Spike to make sure he was alright and wasn’t laughing anymore.

Gwen and Kevin inspected Twilight and Rarity. Cadence, Fluttershy, and Dash inspected Applejack.

Rook, Ben and Discord moved on to Pinkie Pie who was staring morosely out at the window.

“Hey Pinkie...” Ben said silently. The mare turned, looked at him and then looked out the window like he wasn’t even there.

“Hey Ben” she said, her voice sounding hoarse like she’d been laughing or crying all day.

Ben felt a knot tighten in his stomach. Rook moved over to the mare smiling at her kindly. “Hello there. I am Rook, and the Princess has told me quite a bit about you.”

Pinkie looked over to Rook, then stared at him in silence for a few seconds. The silence made things awkward till he saw her lips trembling, turning into a muffled sound as the mare fought the urge to laugh.

“What’s so funny now Pinkie, I’d like in on it also” Discord said trying to diffuse the confusion the zebra now had on his face.

Then something strange happened.

All four mares burst out into laughter, pounding their hooves into the ground in fits of uncontrollable laughter. Each group began doing their best to try and calm the mares down as tears began to fill their eyes.

Ben watched in horror as Rook and Discord struggled to keep Pinkie from leaping out the window with her erratic laughter following her, as they held her up so Ben could talk to her.

Clearing his throat, Ben moved towards her. The mare’s once rich looking bubblegum coat now appeared faded just like all the others of this town. All that had been affected by whatever hit the town since they were away.

“Pinkie” Ben said sternly, lifting a hoof so the struggling mare would remained focused on him. “What. Happened. Here?”

Instantly Twilight, AJ and Rarity all went silent. The only thing being heard now were the “pffts” and muffled sounds of them trying to contain their glee.

A few seconds passed and the pink mare still did not answer the question.

“What happened here Twilight?” a worried Cadence said, tears once again stinging her eyes.

The mare refused to speak however pointing to Pinkie instead.

“Pinkie” Ben said when he got the worried look from the alicorn. “What happened when we left? Answer me!”

Then he heard it.

“A-A-A...”

Ben nodded goading her to go on. “A cl-cl-cl” she stuttered trying to get the words out.

“Spit it out!” Kevin yelled.

“A clown!” she yelled. “ A clown came here and gave us a show! A-And it was the saddest, funniest thing we-we’ve ever seen!” she said in a giant exhale of breath before inhaling deeply, wheezing then falling to the ground out of Discord and Rook’s grasp, laughing with the others once more.

Ben watched each mare’s face laugh and laugh, tears streaming down all four mares. Cadence watched with a confused terror stricken look. Discord didn’t know what to make of it. Fluttershy trembled and Rainbow Dash couldn’t even look at her friends at this very moment.

But the four heroes knew. The four heroes now knew who the pink mare was talking about.

“Count Down sent him here” Rook said anger shaking his voice.

Gwen and Kevin scowled as they saw the four mares continue to laugh.

“But why?” Kevin asked. “Why send him?”

“Why not?” Gwen chided. “To slow us down, to slow Ben down.”

The four heroes looked at their friends as Cadence put a sleeping spell on the four mares before turning her attention to Ben.

“What do we do now Ben?” she said as tears began to fall from her eyes.

“We can’t leave them like this forever. We have to do something.We have to-” Cadence sniffed before the tears began to flow from her eyes, Rook moved over and gently patted Cadence offering his shoulder as she cried. The alicorn of love had put up a brave front the entire trip but her heart couldn’t take this mess before her.

Ben looked off into the distance, then turned his attention back to the others. A mixture of conviction, determination, anger and a desire to help his friends all mixed into on shooting out of his eyes.

“We find Zombozo, and make him fix this.”