After dealing with some criminals at a dock, the trio finds their way to a circus run by a clown named Zombozo, much to Ben's chagrin. There, Ben's fear of clowns comes out as they explore. They find a freak show along the way, featuring a trio of mutants with incredible abilities. During Zombozo's show, Ben is too afraid to laugh and ends up leaving. His departure turns out to be for the best, since Zombozo drains the happiness of others to sustain and empower himself. Meanwhile, Ben finds the freaks robbing the town. Ben is able to beat them, but can't bring himself to fight Zombozo. He has to find a way, though, since Zombozo kidnaps Gwen and leaves the entire town in a chuckling daze.