Jane Smith 10
Season 2, Episode 6
Air date March 1, 2015
Written by Dioga beta
Directed by Dioga beta
Episode Guide
Snake Song
Lord of Chaos
Nightmare in Bellwood


It’s dark inside a circus tent, where Acid Breath, Frightwig and Thumbskull are standing off to the side, listening in to a conversation. Zombozo is sitting on a couch, with Morpheus across from him.

Zombozo: So, you’re saying you want me to intentionally target a city and destroy it. 

Morpheus: Not all of it. (He slides a picture of Jane across the table.) I want you to make this girl suffer. She’s scared of clowns.

Zombozo: I get to take over a city just to scare a little girl? Well, my services don’t come cheap.

Morpheus slides a briefcase across the table, Zombozo opening it, grinning in an evil clown grin.

Zombozo: Alrighty, my freaks! It’s showtime! Our next stop, Bellwood! 

End Scene

The skies are cloudy over Bellwood, Jane and Lucy walking home from school. Lucy drags Jane along as she makes a turn in the opposite direction.

Jane: That’s not the way home. What are you up to now?

Lucy: It’s a surprise!

Jane: (Sighs) I’m starting to loathe your surprises. 

Lucy: This one’s worth it! I promise!

They round a corner, to what was once open area. In its place is a big top tent, Jane screaming at the site of it.

Lucy: Isn’t it amazing! The circus is in town!

Jane: (Timidly) Yeah, great.

Lucy: I already got us the tickets, so let’s go and enjoy the greatest show on Earth!

The two go into the tent, as they make their way to their seats. Jane starts panicking and shaking, though Lucy doesn’t notice through a mouthful of cotton candy. The lights shine on the three rings, as Zombozo appears.

Zombozo: Hello, Bellwood! Are you ready, for a heart stopping show?!

The crowd cheers, as Jane’s pupils dilate. She stands up, rushing out of the seats in a panic. Lucy notices, and goes after her.

Lucy: Jane? Jane!

A chomp sound occurs, as she looks down at her foot, seeing a pair of walking teeth biting into her leg.

Jane comes out of the bathroom outside the tent, her face a sickly green.

Jane: Ugh. No. Can’t do it. Have to, tell Lucy.

Jane walks back towards the tent, as a figure walks out. Lucy comes out, her face white from clown paint, with a red nose and a polka dot afro. She has a blue ruffled color, wears a pink clown suit, has white gloves, and has big red floppy shoes. Jane stumbles backwards, falling onto her butt.

Jane: Lucy! Don’t do that!

Lucy: (As in a trance) Come one! Come all!

Jane: Stop it! Please! I, I’m scared of clowns, alright?! So drop it!

Lucy: Come one! Come all!

Lucy’s hand forms a mallet, as she swings it at Jane, who freaks and scurries backwards. Lucy’s smile stays permanently on her face, as she stretches after Jane.

Jane: What the heck?! What’s wrong with you?!

Lucy: Come one! Come all!

Lucy attacks again, as Jane slaps down the Omnitrix, turning into Echo Echo. She multiplies to dodge the mallet, as she multiplies to surround her. Lucy swings and knocks the clones away, as they regroup.

Echo Echo: Let’s try, our wall, of sound!

The Echo Echoes form again, firing sonic screams at Lucy, trapping her. Her smile remains, as she holds her ears, falling over, out cold. 

Echo Echo 1: Whew! That was close!

Echo Echo 2: What do we do now?

Echo Echo 3: Let’s see if Max can help!

Echo Echo 2: Good plan.

End Scene

Inside the Rustbucket at the trailer park, Lucy is lying on the bed, asleep. Jane, Ben and Max watch over her.

Max: So, she came out like that?

Jane: Yes! I was gone like, two minutes. I thought she just shapeshifted to scare me, when she started attacking me.

Ben: You find clowns scary?

Jane: What? (Blushing) No! Of course not! It was just startling, that’s all.

Max: Well, whatever this was, it seems like it came from the circus. You guys should go back and investigate. I’ll make a call to Rook to assist.

Jane: Go back? But, what if we’re turned into clowns too?

Ben: Have no fear, Jane. (He flexes his muscles) I’ll protect you from the clowns.

Jane turns away, though looks at Ben flexing from the corner of her eye. Jane: (Softly) I’m not scared.

Max slaps Ben in the back of the head.

Ben: Ow!

Max: Now’s not the time to flirt, kids. Save it for later.

Ben & Jane: What?! (Both of them turn red)

Max: Go.

Ben and Jane go outside, neither one of them looking at the other. It is nighttime.

Ben: So, uh.

Jane: Yeah.

Ben: How we getting there?

Jane: Let’s try this.

Jane activates the Omnitrix, slapping it down. She turns into Jetray, as she flies into the air, circling back. She grabs Ben by the shoulders, and flies off.

Max examines Lucy, as a set of plastic chomping teeth shoot out of her mouth. Max looks confused, when it bites his leg. Max’s face becomes white, with a clown nose, a red afro and a green ruffled color.

Zombie Clown Max: Come one! Come all!

Jetray flies low, about house height. Ben looks around, seeing Zombie Clowns littering the streets, slowly walking after the other citizens.

Ben: It’s the Walking Dead Clowns!

Jetray: (Shaking her head) This isn’t happening. It’s just a dream. Nightmare.

Ben: You are scared. Alright, no more funny business. Let’s do this. 

A spray of acid shoots up, Ben forming a mana shield. Zombie Clowns shoot the acid from flowers, as others throw a pair of shoes, which arc around like a boomerang. Jetray turns and dodges. One honks a horn, which sounds like a fog horn, disturbing both of them and causing them to drop. Jetray keeps flying, as Ben fires mana disks after them.

A pair of shoes wrap around Jetray, as the two fall, hitting the ground. Ben creates a mana blade, cutting the shoe laces. Jetray reverts.

Ben: How far out are we?

Jane: (Panting) Just a few blocks. Look out!

Ben turns, Zombie Clowns approaching. Ben forms a mana wall, then kicks it, it sliding along the ground, crashing into the group.

Ben: Come on! We’ve got to,

Jane was down in a fetal position, hands over her head. Ben bends down, hugging her. Her fear dissipates. 

Ben: It’ll be okay. You can do it. But the best way to fight your fears, is to fight it head on. I used to be scared of peacocks.

Jane: (Looking at him quizzingly) Peacocks?

Zombie Clowns moan, as they get closer. Laser blasts are fired at their feet, stopping them. Rook appears, firing more shots at them.

Ben: You took your time!

Rook: We must hurry! There are more approaching!

Jane takes off running, Ben and Rook following, firing attacks to keep them back. 

End Scene

Jane stands outside the big top, staring nervously. Ben and Rook had fallen behind, fending off the Zombie Clowns.

Jane: Okay, Jane. Breath. It’s just a clown. Maybe, a form that doesn’t know fear. 

Jane activates the Omnitrix, dialing through the choices. She smiles at the selection, then slaps down the Omnitrix.

Acid Breath, Frightwig and Thumbskull are on the floor of the big top, when Rath charges in, roaring.


Acid Breath: And behold! The world’s only talking tiger!

The crowd cheers, as Rath looks around, confused.


Frightwig: Bad kitty!

Frightwig whips her hair around, the iron balls at the end hitting Rath in the face. Rath stumbles back, but hair strikes behind her feet, forcing Rath forward.

Thumbskull: Let see who stronger! The world’s strongest man or a tiger!

Thumbskull charges, as the two stalemate, hands interlocked. The crowd cheers.

Part of crowd: Thumbskull! Thumbskull! Thumbskull!

Part of crowd: Tiger! Tiger! Tiger!

Thumbskull turns his hands to the side, Rath falling sideways, rolling out of it. Acid Breath breathes acid breath, hitting a hoop, triggering an accelerant, lighting the hoop on fire.

Acid Breath: Behold! The Ring of Fire!


Frightwig: And, up!

Frightwig strikes Rath, her whimpering like a cat, jumping forward. The light of the fire reflects off her eyes, showing fear.


Rath moves her arms in front of her, going through the ring of fire. She lands, and salutes to the crowd, which cheers.


Acid breath flies at Rath, as Rath inhales, the scent burning her nostrils. She howls in distress, backing up onto a teeter totter. From above, Thumbskull lifts an anvil, dropping it onto the other side. Rath is launched into the air, as he grabs onto a tightrope.


Rath swings atop the tightrope, standing and balancing, the crowd gasping with amazement. They clap and cheer, Rath looking content. Rath closes her eyes, shaking her arms in victory.

Voice: Boo.

Rath looks, seeing Zombozo on the tightrope, right in front of her.


Rath loses her balance, falling. She tumbles to the ground, and crashes into the ground, creating a crater that she goes through. The crowd gasps with concern, when Thumbskull grabs a corner sticking up from the ground, pulling it. The top layer of the ground is lifted up, and the hole is gone. The crowd cheers at the disappearing act.

Zombozo: This will be easier than I thought. Go ahead, my children.

Acid Breath, Frightwig and Thumbskull pull out vacuum like devices, putting them on their backs. They shoot plastic chomping teeth into the crowd, as the teeth bite, turning several people into Zombie Clowns. Screams of terror fill the tent, as people run for their lives.

A hand breaks through a paper covering, as Jane pulls herself out of the hole in the ground. She gets up, seeing the Zombie Clowns rampaging.

Jane: Ah! (She inhales deeply) It’s just a clown. It’s just a clown. It’s just a clown.

Zombozo: Oh, but you fear clowns, don’t you?

Jane turns, Zombozo right in her face. She gives off a blood curling scream, paralyzed with fear.

Zombozo: Let me guess. You had a horrible childhood experience with clowns. One of them scared you with their make up, or they sprayed you with seltzer water. I know all the tricks. So, how did it happen?

Jane: (Stuttering) Y-y-y-y-y-y-ou. 

Zombozo: Ha! You saw one of my shows! Oh, no wonder! I take pride in the notion that I instilled fear into you. Surprised that you’re alive. But the show must go on!

Zombozo turns Jane to face the entrance, as Zombie Lucy, Max, Ben and Rook walk into the tent, all of them with demented clown smiles.

Zombie Clowns: Come one! Come all! Come one! Come all! Come one! Come all!

Jane screams again, kicking Zombozo in the face, him stumbling back. Jane slaps down the Omnitrix, as she turns into Brainstorm. She opens her skull, a force field forming around her. Zombie Clowns bang on the force field, as Brainstorm holds her arms over her head.

Brainstorm: It’s just clowns! What’s so scary about clowns anyway? The white face? That’s just makeup. I wear it sometimes, and it washes out easy. Uh, the hair. It’s a wig. Large, bright, obnoxious wigs. Their smile? (Her fear starts to fade, as a smile forms.) They’re required to smile, like a secretary or teacher. And those shoes!

She lowers her force field, as she releases streams of lightning, launching the Zombie Clowns away. Brainstorm walks towards Zombozo, startled.

Brainstorm: (In condescending tone) Your shoes aren’t scary. It’s not like you actually have those big of feet. You just wear a size too big. And your nose. A squeaky nose that can be punctured by something sharp.

Brainstorm reaches out, pinching Zombozo’s blue clown nose with her pinchers. Zombozo screams, as he backs away, rubbing his nose.

Brainstorm: Okay, you’re just weird for having that as your real nose. But there is nothing scary about you. You created a fear due to my ignorance of the world, and it being the first time I saw a clown. It was weird and different and that scares a lot of people. But once you can work through it, there’s nothing scary about you.

Brainstorm blasts Zombozo with lightning, electrocuting him. He falls over, paralyzed. Brainstorm looks around, seeing a large clown head in the sky.

Brainstorm: And I see that is the source of your power.

Brainstorm shoots lightning, hitting the clown head, causing it to malfunction and explode. All the Zombie Clowns revert to normal, and Brainstorm reverts. All the people look around, confused.

Lucy: Ugh. What happened? I felt like I went to bad joke academy.

Ben: You were turned into a Zombie Clown.

Max: I guess we all did. 

Rook: I did not think this thing called a “circus” would be so dangerous. 

Jane walks over to them, looking at the ground, hiding her face.

Ben: Hey, Jane. Doing alright.

Jane: Come one! Come all!

Jane looks up, wearing a clown nose. Ben screams in a high pitched scream, as he runs off. Jane laughs hysterically, as Lucy joins her.

Lucy: (Laughing and snorting) Good one!

Morpheus lingers atop the Clown head, pulling out his recorder. 

Morpheus: Morpheus log 640. Subject seems to have the ability to logically work through fear. Most probable way of defeating her; create an illogical world.



  • Zombozo
  • Circus Freaks
    • Acid Breath
    • Frightwig
    • Thumbskull
    • Zombie Clowns
  • Morpheus

Aliens Used


  • This episode is the first Zombozo appearance based on Something Zombozo This Way comes in Dioga beta media.
  • It's revealed that Jane became afraid of clowns by seeing one of Zombozo's shows in the past.
  • Lucy's polka dot afro is based on Madagascar 3, where Marty uses it in the circus.
  • Ben referencing the Walking Dead is similar to how Apocalypse Now was referenced in the canon version.
  • Ben reveals that he used to be afraid of peacocks, and most likely clowns.
  • The romantic relationship between Ben and Jane goes up a bit.
  • This was due to the episode being written on Valentine's Day.
  • Brainstorm's rant on fear expresses a common reason for fear or dislikes occurring. "If it's different, it's weird, and I don't like it." That is a common place ideal.
  • Rath appearing is based on that scene in the canon episode being one of my favorite Rath scenes.
  • His battle was changed up to not be a carbon copy of the canon episode.
Jane Smith 10
Major Characters
Jane Smith | Lucy Mann
Secondary Characters
Rook Blonko | Ben Tennyson | Max Tennyson | Mecha | Blukic | Driba | Scout | Elena Validus | Tetrax | Gluto | Volug | Argit | Albedo | Nails
Main Enemies
Nailah | Nailah's Followers (Tiffany, Technowarg) | Michael Morningstar | Morpheus | Rooters (Proctor Servantis, Swift, Leander, Alan Albright, Manny Armstrong, Helen Wheels, Pierce Wheels) | Faction (Khyber | Dr. Psychobos) | Janezarro | Grimleal (Maltruant, Subdora) | Grima | Puppet Master
Brainstorm | Echo Echo | Spitter | Jetray | Cannonbolt | Chromastone | Cloudnine | Madam Eye | Four Arms | Alien Y | Walkatrout | Rath | Ssslither | Gravattack | Grey Matter | Feedback | Wolf Bane | Clockwork
Nemetrix Aliens
Vicetopus | Crabdozer | Xangoose | Terroranchula | Time Panther
Omnitrix (Prototype) | Nemetrix
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