1 00:00:06,486 --> 00:00:09,031 Knocking over that yacht was a piece of cake. 2 00:00:17,164 --> 00:00:19,124 Aah! 3 00:02:09,400 --> 00:02:13,071 Got to love an old-fashioned fish fry! 4 00:02:13,113 --> 00:02:16,283 Hey! Can't breathe. 5 00:02:16,324 --> 00:02:19,535 Water. Water. 6 00:02:39,514 --> 00:02:41,308 I don't care what anybody says. 7 00:02:41,349 --> 00:02:43,643 You circus freaks are okay by me. 8 00:02:43,685 --> 00:02:47,522 Circus freak? I'm not a circus freak. 9 00:02:47,563 --> 00:02:49,565 I'm a superhero. 10 00:02:51,234 --> 00:02:54,070 Hmm. Looked like a freak to me. 11 00:02:56,906 --> 00:03:01,161 "Zombozo's Traveling Circus of Laughs?" Cool! 12 00:03:01,203 --> 00:03:04,080 I haven't been to a circus since I was a boy. 13 00:03:04,122 --> 00:03:06,666 Sounds like fun. What do you guys think? 14 00:03:06,708 --> 00:03:08,710 I love the circus. 15 00:03:08,751 --> 00:03:10,753 That's because you belong in one. 16 00:03:10,795 --> 00:03:11,880 'Ben.' 17 00:03:11,921 --> 00:03:14,841 Nah, circus is kid's stuff. 18 00:03:14,883 --> 00:03:16,759 Hello? What are we? 19 00:03:16,801 --> 00:03:20,013 Besides, it's pretty late. 20 00:03:20,055 --> 00:03:22,849 Ben, it's 11 o'clock in the morning. 21 00:03:22,891 --> 00:03:25,310 Fine by me. Okay, alright. 22 00:03:25,352 --> 00:03:28,771 You guys want to go see some stupid circus? Fine. 23 00:03:31,733 --> 00:03:34,652 Ooh. Looks like the entire town's turned out for the show. 24 00:03:42,952 --> 00:03:44,537 It's probably sold out. 25 00:03:44,579 --> 00:03:46,998 We're probably just wasting our time. 26 00:03:47,040 --> 00:03:51,920 Step right up and see the fingerless freak of nature 27 00:03:51,961 --> 00:03:56,966 whose strength knows no bounds! Thumbskull! 28 00:04:06,935 --> 00:04:09,354 And presenting Frightwig. 29 00:04:09,396 --> 00:04:11,564 When this beauty lets down her hair 30 00:04:11,606 --> 00:04:13,566 no telling what could happen. 31 00:04:16,819 --> 00:04:21,783 And last, but not least, the freak whose unique skill 32 00:04:21,824 --> 00:04:25,536 is as vile as his attitude, Acid Breath! 33 00:04:28,831 --> 00:04:30,208 Gross! 34 00:04:38,425 --> 00:04:40,969 Hahaha! Howdy, folks! 35 00:04:41,010 --> 00:04:44,264 Are you ready to laugh? Perfect. 36 00:04:44,306 --> 00:04:46,391 You're gonna knock 'em dead. 37 00:04:51,438 --> 00:04:54,607 - Hey! - Aah! Don't do that. 38 00:04:54,649 --> 00:04:57,777 - What is your malfunction? - What do you mean? 39 00:04:57,819 --> 00:04:59,904 Ever since we decided to go to the circus 40 00:04:59,946 --> 00:05:01,906 you've been acting even weirder than normal. 41 00:05:01,948 --> 00:05:03,450 What are you scared of? 42 00:05:03,491 --> 00:05:05,785 I'm not scared of anything. 43 00:05:05,827 --> 00:05:08,413 Come on, guys, the show is about to start. 44 00:05:08,455 --> 00:05:09,538 After you. 45 00:05:12,292 --> 00:05:17,505 Ladies and gentlemen, children of all ages 46 00:05:17,546 --> 00:05:20,716 The Circus of Laughter is proud 47 00:05:20,758 --> 00:05:23,886 to present the Sultan of smiles 48 00:05:23,928 --> 00:05:26,681 the crown prince of chuckles 49 00:05:26,722 --> 00:05:28,891 that rib tickler himself 50 00:05:28,933 --> 00:05:31,894 the star of our circus 51 00:05:31,936 --> 00:05:36,274 Zombozo the clown! 52 00:06:10,725 --> 00:06:15,146 If you love clowns, then this is the place to be. 53 00:06:15,188 --> 00:06:17,648 You're gonna die laughing. 54 00:06:18,858 --> 00:06:22,320 That's a Zombozo guarantee. 55 00:06:22,362 --> 00:06:25,572 I got to go, get some popcorn. 56 00:06:26,866 --> 00:06:29,785 - Is Ben alright? - You're asking me? 57 00:06:29,827 --> 00:06:32,747 I stopped trying to figure him out a long time ago. 58 00:06:32,788 --> 00:06:35,500 I was never very good at math 59 00:06:35,542 --> 00:06:39,879 but I believe I have your undivided attention. 60 00:06:39,921 --> 00:06:42,757 Now, how about some volunteers? 61 00:06:42,798 --> 00:06:46,052 Ahh. So full of life.. 62 00:06:48,513 --> 00:06:50,223 …for now. 63 00:06:55,270 --> 00:06:57,730 There is nothing funny about clowns. 64 00:07:11,077 --> 00:07:13,704 Whoa! The freaks are felons! 65 00:07:43,776 --> 00:07:45,194 It's payday! 66 00:07:47,780 --> 00:07:50,450 Time to play fetch. 67 00:08:04,172 --> 00:08:06,299 Good doggy! Down, boy. 68 00:08:19,812 --> 00:08:21,063 Ow! 69 00:08:26,528 --> 00:08:28,196 Hey, that's our stuff! 70 00:08:28,237 --> 00:08:32,116 No mutt's gonna steal my loot. Get him! 71 00:08:43,336 --> 00:08:46,631 Don't just stand there like a sore thumb. Get the boss! 72 00:08:53,596 --> 00:08:58,059 Laughter truly is the best medicine for me! 73 00:09:03,565 --> 00:09:06,108 Uh, excuse me, boss. 74 00:09:06,859 --> 00:09:08,819 Excuse me. 75 00:09:08,861 --> 00:09:11,364 How many times have I told you 76 00:09:11,406 --> 00:09:14,950 not to bother me while I'm eating? 77 00:09:14,992 --> 00:09:19,038 Uh, we ran into a bit of trouble. 78 00:09:29,090 --> 00:09:32,427 I hear you're full of tricks, little doggy. 79 00:09:32,468 --> 00:09:35,597 Let's see if you know how to play dead. 80 00:09:44,146 --> 00:09:47,942 This isn't a mad dog. It's a scaredy-cat! 81 00:09:52,447 --> 00:09:55,575 Bring the curtain down on this little sideshow. 82 00:10:05,876 --> 00:10:08,504 Play's over, Fido. 83 00:10:21,267 --> 00:10:23,478 Dog gone! 84 00:10:25,813 --> 00:10:29,108 Come on! We got bigger laughs to get! 85 00:10:39,076 --> 00:10:40,328 Phew. 86 00:10:54,091 --> 00:10:55,301 Grandpa? 87 00:10:57,470 --> 00:10:58,680 Grandpa! 88 00:11:00,139 --> 00:11:05,019 Haha. Oh, Ben. Haha. Oh. Where'd you go? 89 00:11:05,060 --> 00:11:07,647 Where'd I go? Where'd the circus go? 90 00:11:07,689 --> 00:11:11,609 Huh? Uh, I-I'm not so sure. 91 00:11:14,529 --> 00:11:16,197 I remember we were laughing. 92 00:11:17,114 --> 00:11:18,907 It was so funny. Heh. 93 00:11:21,076 --> 00:11:24,121 Grandpa, are you okay? 94 00:11:24,163 --> 00:11:28,835 Heh. I just feel kind of glum, that's all. 95 00:11:31,337 --> 00:11:33,548 Then, why are you smiling? 96 00:11:34,549 --> 00:11:36,676 Wait a minute. Where's Gwen? 97 00:11:40,262 --> 00:11:43,641 Did you pack me a snack for the road? 98 00:11:58,614 --> 00:12:02,493 Zombozo must have zonked out the entire town during the show 99 00:12:02,535 --> 00:12:05,204 while his freaks robbed everyone blind. 100 00:12:05,246 --> 00:12:07,164 But why kidnap Gwen? 101 00:12:07,206 --> 00:12:09,584 I-I don't know. 102 00:12:09,625 --> 00:12:13,838 But don't worry. We'll catch that clown. 103 00:12:13,880 --> 00:12:15,339 Yeah. Haha! 104 00:12:15,381 --> 00:12:17,842 Who would be afraid of a silly old clown? 105 00:12:17,884 --> 00:12:20,720 Ben, wh-what's bothering you? 106 00:12:20,762 --> 00:12:22,847 Promise not to laugh? 107 00:12:22,889 --> 00:12:26,809 I'm afraid of clowns. They just creep me out. 108 00:12:26,851 --> 00:12:28,310 Oh, I'm such a loser. 109 00:12:28,352 --> 00:12:32,356 Everybody's got their own crazy fear, Ben. 110 00:12:32,398 --> 00:12:36,235 When I was a boy, I-I was afraid of heights. 111 00:12:36,277 --> 00:12:38,320 Well, enough was enough 112 00:12:38,362 --> 00:12:42,617 and I climbed to the top of the water tower. 113 00:12:42,658 --> 00:12:49,624 Sometimes you just got to scare the fear out… of… you. 114 00:12:50,291 --> 00:12:51,793 Ohh. 115 00:12:52,752 --> 00:12:53,920 Grandpa! 116 00:13:06,891 --> 00:13:08,517 Whoa! 117 00:13:18,653 --> 00:13:20,195 Whoa. 118 00:13:20,237 --> 00:13:22,197 I need an anchor, fast! 119 00:13:25,534 --> 00:13:27,787 Come on, come on! 120 00:13:44,261 --> 00:13:47,222 Phew. Grandpa, are you okay? 121 00:13:47,264 --> 00:13:49,391 So… sad. 122 00:13:50,100 --> 00:13:53,562 So very, very sad. 123 00:13:53,604 --> 00:13:57,399 Grandpa, what happened inside the big top after I left? 124 00:14:12,540 --> 00:14:15,209 I love the sound of laughter. 125 00:14:15,250 --> 00:14:18,295 It feeds my soul. 126 00:14:20,214 --> 00:14:23,843 Ben, I think that Zombozo 127 00:14:23,885 --> 00:14:27,847 robs people of more than just their possessions. 128 00:14:27,889 --> 00:14:31,308 I think he steals people's happiness 129 00:14:31,350 --> 00:14:33,602 until there's nothing left. 130 00:14:35,437 --> 00:14:37,189 And he's got Gwen. 131 00:15:01,797 --> 00:15:04,759 Looks like we got somebody who wants to see the show 132 00:15:04,800 --> 00:15:06,468 without buying a ticket. 133 00:15:12,516 --> 00:15:14,393 You never make this easy, do you? 134 00:15:31,869 --> 00:15:33,120 boom 135 00:15:33,161 --> 00:15:35,039 What's that noise? 136 00:15:40,086 --> 00:15:44,799 I don't know what you are, but I'm gonna tear you apart. 137 00:15:44,840 --> 00:15:48,844 You want to play hardball? Game on! 138 00:15:58,479 --> 00:16:00,147 That all you got? 139 00:16:00,188 --> 00:16:01,857 Just warming up, lady. 140 00:16:14,996 --> 00:16:18,206 Didn't your mom ever tell you it's not polite to spit? 141 00:16:18,248 --> 00:16:21,543 Who do you think taught me in the first place? 142 00:16:30,427 --> 00:16:31,846 Strike 3! 143 00:16:37,476 --> 00:16:39,311 You can do this. 144 00:16:39,353 --> 00:16:43,149 He's just a guy with a red rubber nose and big shoes. 145 00:16:43,190 --> 00:16:45,233 Nothing upgrade can't handle. 146 00:16:46,694 --> 00:16:48,612 Whose side are you on, anyway? 147 00:16:52,825 --> 00:16:53,993 Huh? 148 00:16:56,411 --> 00:17:00,374 Oh, great. Now you're afraid of your own reflection. 149 00:17:07,089 --> 00:17:09,257 'Hiya, son!' 150 00:17:09,299 --> 00:17:12,720 'Something tells me you'd be a barrel full of laughs.' 151 00:17:18,350 --> 00:17:23,647 Hey, Mr. Serious, how about a smile? 152 00:17:27,985 --> 00:17:30,362 'What's your story, morning glory?' 153 00:17:30,404 --> 00:17:34,533 'Was that your mutt that gave my freaks such frowns?' 154 00:17:35,701 --> 00:17:38,913 What about that weird blob outside? 155 00:17:38,954 --> 00:17:43,751 If it weren't for you.. Are you some kind of freak? 156 00:17:43,792 --> 00:17:45,293 I'm not a freak. 157 00:18:03,562 --> 00:18:06,982 Come on, kid! You've got to learn to loosen up. 158 00:18:07,024 --> 00:18:08,650 Laugh a little. 159 00:18:11,319 --> 00:18:13,572 It's what keeps me going. 160 00:18:35,177 --> 00:18:39,347 Now, don't tell me you're afraid of old Zombozo. 161 00:18:40,474 --> 00:18:42,017 W-what do you want? 162 00:18:56,991 --> 00:19:00,619 Only what every clown worth his floppy shoes wants 163 00:19:00,661 --> 00:19:02,913 to make people laugh! 164 00:19:02,955 --> 00:19:07,960 Then drain their positive energy like a sponge at a pool party! 165 00:19:08,002 --> 00:19:09,920 Is that so wrong? 166 00:19:09,962 --> 00:19:11,505 Is that the machine you use 167 00:19:11,546 --> 00:19:13,548 to suck the happiness out of your audience? 168 00:19:13,590 --> 00:19:17,344 I call it the Cyclown. Clever, eh? 169 00:19:17,385 --> 00:19:20,430 Soon I'll be taking my act to the big cities. 170 00:19:20,472 --> 00:19:23,767 Millions of people laughing for me 171 00:19:23,809 --> 00:19:28,814 feeding me, making me stronger. 172 00:19:29,564 --> 00:19:31,817 I want my cousin back! 173 00:19:31,859 --> 00:19:33,027 Cousin? 174 00:19:33,986 --> 00:19:35,570 Didn't you hear? 175 00:19:35,612 --> 00:19:37,656 She ran away with the circus! 176 00:19:45,455 --> 00:19:48,709 Oh, you're funny, but I'm gonna get the last laugh. 177 00:20:05,100 --> 00:20:09,980 Nice try, kid, but I sell the tricks. I don't buy 'em. 178 00:20:10,022 --> 00:20:13,025 I just figured out there's something 179 00:20:13,067 --> 00:20:16,111 I'm even more afraid of than you. 180 00:20:20,241 --> 00:20:26,705 Losing my family to some goofball emotional vampire. 181 00:20:26,747 --> 00:20:29,041 In other words.. 182 00:20:31,543 --> 00:20:35,589 …you're going down, clown. 183 00:21:03,951 --> 00:21:06,078 I'm warning you to back off. 184 00:21:06,120 --> 00:21:09,915 You want to see something really scary? 185 00:21:17,714 --> 00:21:23,304 Aww. Now, don't tell me you're afraid of old Ghostfreak. 186 00:21:23,345 --> 00:21:26,181 Please.. No more! 187 00:21:26,223 --> 00:21:27,224 Boo! 188 00:21:28,183 --> 00:21:30,477 boom 189 00:21:30,518 --> 00:21:34,648 Oh. That kind of even freaked me out. 190 00:21:39,236 --> 00:21:41,655 What? Ben? 191 00:21:41,696 --> 00:21:44,491 Hey, where's that popcorn? 192 00:21:46,576 --> 00:21:48,329 You feeling okay, Grandpa? 193 00:21:48,370 --> 00:21:50,580 Happy as a lark. 194 00:21:50,622 --> 00:21:54,293 Pretty clever, you scaring away your fear like that. 195 00:21:54,335 --> 00:21:56,253 - Thanks. - Boo! Hahaha! 196 00:21:56,295 --> 00:21:59,756 Oh. Hi, Gwen. Trying out some new makeup? 197 00:21:59,798 --> 00:22:01,258 That's a good look for you. 198 00:22:01,300 --> 00:22:03,385 Aw, you're no fun anymore.