Ben, Max and Gwen visit a traveling circus. Zombozo, an evil clown, has been draining the souls of his watchers through their laughter. Ben fights against him and also his own fear of clowns. Ben transforms himself into Ghostfreak and manages to terrify his own fear of clowns and Zombozo. In the end, he manages to rescue himself and other people from the clutches of the clown.
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