Last Laugh is the 9th episode of Ben 10. This is the first apperance of the Circus Freak Trio (Acid breath, Frightwig and Thumbskull). In this episode, we learn that Ben has (or rather had) coulrophobia (fear of clowns).
While visiting a travelling circus, Ben fights an evil clown named Zombozo, who drains the souls of everyone watching through their laughter, all the while inhibited by a coulrophobia. Conquering his own fear, Ben defeats Zombozo by terrifying him as Ghostfreak and saves his family from the evil clown's soul draining machine. During this fight, Ben first notes that he scared himself while fighting as Ghostfreak.
- Ben: (to Zombozo) Your think you're funny, but I'm getting the last laugh! (Transforms into Ghostfreak)
- Zombozo: Cute trick kid, but I sell the tricks, not buy them!
- Ghostfreak: There is somthing I'm more afraid of than you. (Starts to punch zombozo) Losing my family to some goofball emotional vampire! In other words, your going down, clown!(Throws a board at Zombozo)
- Zombozo: I'm warning you...back off!
- Ghostfreak: You wanna see somthing really scary? (Opens front of skin to show Zombozo, but not the audience, somthing apparently scary)
- Zombozo: No more, (gasps for breath) no more!
- Ghostfreak: Oh, now don't say you afraid of old Ghostfreak. BOO! (Zombozo explodes in a birst of confetti) Wow. That kinda creeped me out...(Omnitrix times out)