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Last Laugh

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Last Laugh
Last laugh
General Information
Original broadcast February 25, 2006
Series Ben 10
Season 1
Episode number 9
Overall number 9
Written by Man of Action
Directed by Scooter Tidwell
Episode Guide
Previous episode The Alliance
Next episode Lucky Girl
Gallery Cast Errors

Last Laugh is the ninth episode of Ben 10.


After Ripjaws deals with some criminals at a dock, Ben, Gwen and Grandpa Max find 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 circus freaks with incredible abilities; the acid spitting Acid Breath, the muscle bound Thumbskull, and the agile Frightwig with the power to control her hair like strong tentacles.

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 himself. Meanwhile, Ben finds the freaks robbing the town. Wildmutt is able to beat them, but can't fight Zombozo because of fear. Ben later discovers that Zombozo has kidnapped Gwen to feed his hunger and has left the entire town drained of happiness and in a near death state, including Max.

Upgrade confronts the Circus Freaks using a baseball pitching machine to snipe them into submission. After Ben travels through a nightmare of Zombozo he sees that Gwen is on the brink of death. Zombozo reveals that he used a machine to suck everyone's happiness and power himself. Finally conquering his fears, Ben transforms into Ghostfreak, smacks Zombozo around and scares him, defeating Zombozo in the process (it's later revealed that Zombozo teleported to safety).

The machine is destroyed and everyone's happiness is restored. Hitting the road again, Gwen attempts to scare Ben using a clown mask, only for him to have no reaction and mock her, showing that he has gotten over his fear of clowns.

Noteworthy Events

Character Debuts



Aliens Used



Frightwig: (ripping an ATM from a wall) It's payday. Hahahaha!
Ben: Time to play fetch. (transforms into Wildmutt)
Thumbskull: (worried after seeing Wildmutt) Good doggy. Down, boy.
(Wildmutt knocks down the freaks and then rips the roof off of their car, causing the stolen goods to fall out)
Thumbskull: Hey, that's our stuff.
Acid Breath: No mutt's gonna steal my loot. Get him!
(Acid Breath attacks; Wildmutt knocks them down again)
Acid Breath: (to Thumbskull) Don't just stand there like a sore thumb. Get the boss!

Quotes Right


Ben: Oh, you're funny... but I'm gonna get the last laugh! (activates Omnitrix and transforms into Ghostfreak)
Zombozo: Nice try, kid, but I sell the tricks; I don't buy 'em.
Ghostfreak: I just figured out there's something I'm even more afraid of than you: (punches Zombozo and turns invisible) losing my family to some goofball emotional vampire. In other words... (punches Zombozo by the nose and turns invisible again)'re going down, clown.

Quotes Right


Upgrade: Didn't your mom ever tell you it's not polite to spit?
Acid Breath: Who do you think taught me in the first place?

Quotes Right


Officer: I don't care what anybody says. You circus freaks are okay by me.
Ripjaws: Circus freak? I'm not a circus freak. I'm a superhero. (dives in the water)
Officer: Hmm. Looked like a freak to me.

Quotes Right

Naming and Translations

Language Name Origin
Hungarian Az utolsó kacaj The Last Laughter
Portuguese (Br) A Última Risada The Last Laugh
Spanish (HA) La Última Risa The Last Laughter
Spanish (Spain) Quien Rie Último... Who Laughs Last...


  • The episode has shown certain types of phobia:
    • The fear of clowns, which plays a big part in this episode, is called coulrophobia.
    • We learn that Max used to be afraid of heights a long time ago, but got over it by climbing a water tower. The fear of heights is called acrophobia.
    • Zombozo is shown to be afraid of ghosts and is easily defeated by Ghostfreak in this episode. Phasmophobia is the term for this phobia.
Ben 10 Episodes
Season 1
And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedTourist TrapKevin 11The AllianceLast LaughLucky GirlA Small ProblemSide EffectsSecrets
Season 2
TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersCamp FearUltimate WeaponTough LuckThey Lurk BelowGhostfreaked OutDr. Animo and the Mutant RayBack with a Vengeance
Season 3
Ben 10,000Midnight MadnessA Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsThe UnnaturalsMonster WeatherThe ReturnBe Afraid of the DarkThe Visitor
Season 4
Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. the Negative 10: Part 1Ben 10 vs. the Negative 10: Part 2Goodbye and Good Riddance
HijackedSnack BreakSpeeded OutSurvival SkillsRadio DazedSleepaway CamperDogged PursuitLet the Games BeginHandle with CareRoad Trip Rumble
Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens

Start a Discussion Discussions about Last Laugh

  • My Favorite Scenes from "Last Laugh"

    5 messages
    • How about the part where Gwen puts on a clown mask to scare Ben but he thinks she's trying a new look? Boy, he had Gwen pegged.
    • One part that I just saw is Ripjaws surrounded by the fire, he starts to dehydrate. He just said that he can't breathe and needs water. ...
  • Ghostfreak

    4 messages
    • Yeah but Ghostfreak said "That kinda freaked even me out" when Zombozo exploded out of fright so do you think Zs'skayr took cont...
    • I'm pretty sure Ben was referring to how scary he was as ghost freak, not to Zombozo exploding.

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