Did he just defeat him by flashing him?
I'm afraid of clowns. They just... creep me out.
Ben, Gwen, and Max go to a circus, and Ben is horrified to learn that the main star of it, Zombozo, is more than just a creepy clown.
Tropes:
- Batman Cold Open: The episode opens with Ripjaws dealing with two robbers and claiming that he is not a circus freak but rather a superhero.
- Badass Boast: Ben definitely gets one while wailing on Zombozo.Ben (as Ghostfreak): I just figured out there’s something I’m even more afraid of than you. Losing my family to some goofball emotional vampire. In other words, you’re going down clown.
- Breakout Villain: While Zombozo would only appear once in the original series, he became one of Ben's most iconic enemies after his debut, reappearing once in Ultimate Alien, and becoming a recurring antagonist in Omniverse and the reboot.
- Brick Joke: When Zombozo's circus act begins, a terrified Ben claims he's stepping outside to get some more popcorn. After Zombozo is defeated at the end of the episode, a recovering Gwen questions where Ben's popcorn is.
- Breath Weapon: Acid Breath can breathe a highly corrosive acid from his mouth.
- Circus of Fear: The episode revolves around a circus where its main star, Zombozo, drains people of their happiness and his henchmen are three really creepy mutants.
- Clown Car: Zombozo first appears to the crowd coming out of a small car. Later in the episode, Wildmutt's senses reveal that his freaks hid everything they stole there.
- Combat Tentacles: Frightwig uses her hair as these. It helps that they have maces at each end.
- Curb-Stomp Battle:
- Upgrade defeats the Circus Freaks in less than a minute. While controlling a baseball pitching machine.
- Ghostfreak completely demolishes Zombozo without giving him a chance to fight back.
- The Dreaded:
- Zombozo curiously averts the trope as only Ben is scared of him and it's implied that that's only because of his fear of clowns.
- Ghostfreak is a straighter example of the trope, being capable of scaring Zombozo himself.
- Emotion Eater: Zombozo feeds off the happiness of his audience and plans on stealing the happiness of thousands of people to make himself even more powerful.
- Face Your Fears: Max says that facing one's fear is the only way of getting rid of it. This is what he did to deal with his own fear of heights.
- The Freakshow: Thumbskull (Taking the place of the Strong Man), Acid Breath, and Frightwig are all presented this way.
- Foreshadowing: This is the first episode to hint at Ghostfreak's true nature and his eventual Face–Heel Turn. Namely, Ben behaves more aggressively than usual after turning into Ghostfreak, and takes pleasure in scaring Zombozo, which he usually does not in human form or his other transformations. After finishing Zombozo off by scaring him with Ghostfreak's claws, Ben notes that it even freaked him out.
- Ironic Echo: After taking his time terrifying Ben, Zombozo taunts him with “Now don’t tell me you’re afraid of old Zombozo”. When Ben gets to return the favor as Ghostfreak, Ben throws this statement back at him with “Now don’t tell me you’re afraid of old Ghostfreak”.
- Mirror Scare: Near the end of the episode, Ben is startled by what he sees in a mirror in a house of mirrors, but it's just his reflection. A few seconds later, clones of Zombozo start appearing everywhere and trying to get him "to smile".
- Monster Clown: Zombozo. A horrifyingly looking humanoid abomination that literally feeds off (and permanently steals) other people's happiness and has a really weird tongue.
- Nice Job Fixing It, Villain: Ben is severely shaken by his coulrophobia and Zombozo's tricks. Then, when he demands Gwen back, Zombozo decides to taunt him further by showing Ben what he did to her. This directly leads to his defeat as seeing his drained cousin sends Ben directly into hero mode to save her and Grandpa Max.
- Nightmare Face: Ghostfreak shows Zombozo what's under his cloak. We only get to see a few black and white tentacles coming out from him and Zombozo being appropriately terrified.
- Not Afraid of You Anymore: Ben as Ghostfreak reveals that he is not afraid of Zombozo anymore given that the thought of losing his family to "some goofball emotional vampire" scares him more than a clown.
- Outscare the Enemy: Ben ultimately scares Zombozo to death by turning into Ghostfreak.
- Prehensile Hair: Frightwig uses her hair as her primary weapon and it's composed of several braids with a mace at each end.
- Primal Fear: Grandpa Max was afraid of heights when he was younger.
- Rage Breaking Point: Seeing Gwen completely drained of her vitality at Zombozo's hands angers Ben enough to finally stand up to the Monster Clown, and turn the tables on him.
- Scary Teeth: Zombozo sports a set of deformed teeth which become even more frightening when one remembers that he doesn't need them to eat...
- Shout-Out: "You wanna see something really scary?"
- Title Drop: While talking to Zombozo, Ben says the episode name.Ben: Oh, you're funny. But I'm gonna get the last laugh.
- "What Do They Fear?" Episode: In this case, the episode is centered on Ben overcoming his fear of clowns, though Max also mentions he was afraid of heights when he was a kid.
