Look Closely: There is a picture of a clown on the back of Zombozo's jacket. The pipe that comes out of Zombozo's machine attaches into the nose of the clown.
Look Hard: The transformation sequence for Ghostfreak has been changed slightly for this episode. When the transformation process begins, Ben is shown as a skeleton more visibly. Then Ghostfreak is shown in his invisible form until the end of the sequence, at which point he goes back to the normal grey.
Look Closely: When Gwen tries to scare Ben by wearing the clown mask and jumping out in front of him, you can see Ben looking surprised and Grandpa Max raising his eyebrow at her.
Look Closely: After Zombozo crashes into the Psyclown during his fight with Ghostfreak (the second time), the tube connected to his back is gone.
Pay Attention: When Ghostfreak had punched Zombozo into the Psyclown, it was broken and yet Zombozo was still floating by the tube in his back. The Psyclown helped him float in the air.
Look Closely: The Ringmaster said that Thumbskull was fingerless, which, on close inspection of his hands, is not true.
As we can see, Thumbskull is as strong and dumb as any villain's footmen.
Think Back: After his short appearance in the beginning of the episode, the original ringmaster that introduced Zombozo disappears. No one bothers to explain it, nor is he seen at the second circus. A similar situation occurred in the episode, "Washington B.C." with Dr. Animo's giant frog.
Look Closely: As the RV is driving away from the circus, a quick eye will notice that the awning has been put back, even though Ben broke it off earlier.
Look Closely: When Wildmutt is fighting with the freaks, their clown car is shown to be on the side of the street with the ATM. In the next scene, the car has moved to the other side of the street.
Pay Attention: When Grandpa Max falls asleep at the wheel of the RV, his foot is off of the pedal. Despite this, the RV continues moving without being given gas. Given where they were driving, he couldn't have been going very fast. It should have come to a stop fairly quickly.
When the criminal tips over the hot dog cart to stop Ripjaws, oil pours out and is ignited by an electric wire. On close inspection, it's clear that the tank is a propane tank, which is a gas, not a liquid. Also, after he has tipped it over, it is shown to have only one wheel. Not only should it have two wheels, but the wheel is in the wrong spot.
How did Zombozo know who Ben's cousin was? By the time he focused on Gwen, Ben had already left the big top.
Zombozo: Now don't tell me you're afraid of old Zombozo.
Ben: What do you want?
Zombozo: Only what every clown worth his floppy shoes wants: to make people laugh, then drain their positive energy like a sponge in a pool party. Is that so wrong?
Ben: Is that the machine you use to suck the happiness out of your audience?
Zombozo: I call it the Psyclown. Clever, eh? Soon I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger.
Ben: I want my cousin back.
Zombozo: Cousin? Oh, didn't you hear? She ran away with the circus.
(Gwen is seen outside of the ring, withered and chuckling slightly)
Zombozo: Hiya, son. Something tells me you'd be a barrel full of laughs.
(Ben continues walking; Zombozo's face replaces his in the mirrors)
Zombozo: Hey, Mr. Serious. How about a smile?
(Ben is taken into a nightmare world by Zombozo)
Zombozo: What's your story, morning glory? Was that your mutt that gave my freaks such frowns? How about that weird blob outside? Do they work for you, or are you some kind of freak?
Ben: I'm not a freak. (swings through the nightmare world, eventually ending up on a spider web)
Zombozo: (in the form of a spider) Come on, kid. You've got to learn to loosen up. Laugh a little. It's what keeps me going.
Upgrade: (after defeating freaks) Strike three!
Frightwig: (blocks Upgrade's baseball attacks) That all you got?
Upgrade: Just warming up, lady.
Thumbskull: (hearing the Omnitrix activate) What's that noise?
(Upgrade blows up some crates and walks up, having merged with an automatic ball-thrower)
Thumbskull: I don't know what you are, but I'm gonna tear you apart.
Upgrade: You wanna play hardball? Game on. (fires baseballs at Thumbskull)
Frightwig: (hearing a falling crate) Looks like we got somebody who wants to see the show without buying a ticket.
Ben: (trying to activate Omnitrix) Ugh. Never make this easy, do ya?
Ben: Grandpa! Are you okay?
Grandpa Max: So sad. So very, very sad.
Ben: Grandpa, what happened inside the big top? After I left.
(Grandpa Max flashes back to the big top; Zombozo's machine draws laughing spirits from everyone in the room)
Zombozo: I love the sound of laughter. It feeds my soul.
Grandpa Max: (flashback ends) Ben, I think that Zombozo robs people of more than just their possession. I think he steals peoples' happiness until there's nothing left.
Ben: And he's got Gwen!
Ben: Zombozo must have zonked out the entire town during the show, while his freaks robbed everyone blind. But why kidnap Gwen?
Grandpa Max: (still groggy) I don't know, but don't worry. We'll catch that clown.
Ben: Yeah. (laughs nervously) Who would be afraid of a silly old clown?
Grandpa Max: Ben, what's bothering you?
Ben: Promise not to laugh? I'm afraid of clowns. They just creep me out. Oh, I'm such a loser.
Grandpa Max: Everybody's got their own crazy fear, Ben. When I was a boy, I was afraid of heights. Enough was enough, and I climbed to the top of the water tower. Sometimes you've got to scare the fear out of you. (collapses)
Ben: Grandpa! (grabs the wheel)
Zombozo: (to Thumbskull) Did you pack me a snack for the road?
(Thumbskull opens a window in the truck, showing Gwen and several other laughing people)
Ben: (seeing Grandpa Max sitting and laughing) Grandpa? Grandpa?
Grandpa Max: (groggily) Oh, Ben. Where'd you go?
Ben: Where'd I go? Where'd the circus go?
Grandpa Max: Oh, uh, I'm not so sure. I remember we were laughing. It was so funny. (trails off)
Ben: Grandpa, are you okay?
Grandpa Max: I'm just... Feel kind of glum, that's all.
Ben: Then why are you smiling? Wait a minute. Where's Gwen?
Zombozo: Laughter truly is the best medicine - for me!
Thumbskull: Uh, excuse me, boss. Excuse me.
Zombozo: How many times have I told you not to bother me while I'm eating?
Thumbskull: Uh, we ran into a bit of trouble.
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!
Ben: (breathing hard) There's nothing funny about clowns. (hears breaking glass; finds the freaks robbing a store) Whoa! The freaks are felons.
Announcer: Ladies and gentlemen, children of all ages. The Circus of Laughter is proud to present the sultan of smiles, the crown prince of chuckles, that rip-tickler himself, the star of our circus: Zombozo the clown!
Zombozo: (to himself) Howdy, folks. Are you ready to laugh? Honey, you're gonna knock 'em dead. (laughs and sticks out unusually long tongue)
(Ben backs up, bumping into Gwen)
Ben: (screams) Don't do that.
Gwen: What is your malfunction?
Ben: What do you mean?
Gwen: Ever since we decided to go to the circus you've been acting even weirder than normal. What are you scared of?
Ben: I'm not scared of anything.
Grandpa Max: Come on, guys. The show's about to start.
Gwen: After you.
Announcer: Step right up and see the famous freak of nature who's strength knows no bounds: Thumbskull!
(Thumbskull bends a metal bar on his neck and then tosses it to Frightwig)
Announcer: And presenting Frightwig! When this beauty lets down her hair, no telling what could happen.
(Frightwig bends the bar into a circle and places it on an anvil)
Announcer: And last but not least, the freak who's unique skill is as vile as his attitude: Acid Breath!
(Acid Breath breathes acid on the bent bar, melting it; crowd gasps)
Grandpa Max: Oh, looks like the entire town came out for the show.
Ben: (looking at pictures of Zombozo) It's probably sold out. We're probably just wasting our time.
Criminal: Gotta love an old-fashioned fish-fry!
Ripjaws: Hey, can't breathe. Water! Water! (breaks the floor and dives into the water)
Criminal: Knocking over that yacht was a piece of cake.
(the criminals laugh)
(the water bubbles; the criminal in the boat looks over and sees a pair of green eyes; he screams as he is pulled in by Ripjaws)
Ben: You feeling okay, Grandpa?
Grandpa Max: Happy as a lark. Pretty clever, you scaring away your fear like that.
Gwen: (wearing a clown mask) Boo! (laughs)
Ben: Oh, hi, Gwen. Trying out some new makeup? That's a good look for you.
Gwen: Aw, you're no fun anymore.
Zombozo: (voice cracking) I'm warning you to back off.
Ghostfreak: You want to see something really scary? (shows him his insides; Zombozo falls to the ground) Aw, now don't tell me you're afraid of old Ghostfreak.
Zombozo: Please... no more!
(Zombozo explodes into confetti)
Ghostfreak: Oh. That kind of even freaked me out. (reverts to human form; goes to check on Gwen)
Gwen: What? Ben? Hey, where's that popcorn?
Ben: Oh, you're funny, but I'm going to 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 and turns invisible again) ... you're going down, clown.
Upgrade: (breathing heavily; to himself) You can do this. He's just a guy with a red rubber nose and big shoes. Nothing Upgrade can't handle. (reverts back to human form)
Ben: (to Omnitrix) Whose side are you on, anyway? (walks up to House of Mirrors and is scared by his relfection) Oh, great. (to himself) Now you're afraid of your own reflection.
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?
Zombozo: (to Wildmutt) I hear you're full of tricks, little doggy. Let's see if you know how to play dead. (beats up Wildmutt, sending him into a support for a tower; Wildmutt cowers behind the support) This isn't a mad dog, it's a scaredy cat. Bring the curtain down on this little sideshow.
(the freaks cause the tower to collapse)
Acid Breath: Show's over, Fido.
Thumbskull: Dog gone. (laughs)
Zombozo: Come on. We've got bigger laughs to get.
Ben: (reverts to human form) Phew.
Zombozo: If you love clowns, then this is the place to be. You're gonna die laughing. That's a Zombozo guarantee.
Ben: I gotta go... get some popcorn.
Grandpa Max: Is Ben all right?
Gwen: You're asking me? I stopped trying to figure him out a long time ago.
Zombozo: I was never very good at math, but I believe I have your undivided attention. Now how about some volunteers? (focuses on Gwen as she laughs) Ah, so full of life... for now.
Gwen: (reading a sign) "Zombozo's Travelling Circus of Laughs"? Cool!
Grandpa Max: Oh, I haven't been to a circus since I was a boy. Sounds like fun. What do you guys think?
Gwen: I love the circus.
Ben: That's because you belong in one.
Grandpa Max: (sternly) Ben!
Ben: Nah, circus is kids' stuff.
Gwen: Hello? What are we?
Ben: (yawns) Besides, it's pretty late.
Grandpa Max: Ben, it's eleven o'clock in the morning.
Ben: Fine by me! Okay, all right, you guys want to go see some stupid circus? Fine!
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.
In this episode we learn that Ben really dislikes clowns.
Fourth appearance of Ghostfreak.
We learn that Grandpa Max use to be afraid of heights.
This episode implies that Ghostfreak has a limited control over Ben while in the form, as he defeats Zombozo in a way that causes Ben to quote, "That sort of freaked me out."
Gwen gets kidnapped for the second time in the series.
We learn that Gwen has a clown mask.
According to Zombozo, every clown worth his floppy shoes wants to make people laugh, then drain their positive energy like a sponge in a pool party.
Cartoon Network (UK) airdate: Saturday, April 29th, 2006.
The episode has shown characters that had certain types of phobia:
1) The fear of clowns, which plays a big part in this episode, is called "coulrophobia."
2) We learn that Grandpa 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 usually described as "acrophobia," "aerophobia," or "altophobia."
3) Zombozo is shown to be afraid of ghosts, and is easily defeated by Ghostfreak in this episode. Phasmophobia or spectrophobia usually describes the fear of ghosts.
Look/Listen Hard: This episode uses the modified opening theme first used in the episode "Kevin 11."
As of this episode, Ghostfreak has been in an episode with every transformation.
Main Transformation(s): Ghostfreak.
This is the first episode to credit Joe Casey and Duncan Rouleau as the episode writers. Casey and Rouleau are two of the four members of the Man of Action team.
This is third time Wildmutt has been used overall throughout the season.
Main Villain Bios:
1) Zombozo - Zombozo is the ringmaster of a circus of dangerous freaks. He is dressed as a clown with pale skin, a blue nose, and rotten teeth. By using a machine he calls the Psyclown, he is able to drain the happiness from the people that come to see his show and store it in the crystals scattered about his costume. He then feeds on that happiness to make himself stronger. He also has the ability to teleport to any location in a cloud of confetti.
2) Thumbskull - Thumbskull is one of Zombozo's three minions. As the name suggests, he looks like he has a thumb for a head. He has pale skin and super-strength.
3) Frightwig - Frightwig is another of Zombozo's minions. Pale-skinned and wearing a tight-fitting body suit, she is exceptionally quick. Her hair is made up of five orange tentacles that give her strength equal to that of Thumbskull.
4) Acid Breath - Acid Breath is the last of Zombozo's minions. With a similar complexion to his partners, Acid Breath possesses the ability to breath corrosive vapor at great lengths. The vapor can melt nearly any metal.
New Alien Ability: Ghostfreak reveals the ability to peel his skin back, revealing a mass of black and white tentacles beneath it.
The upcoming episode preview and ending credits for the show have been changed for this episode. Instead of running the preview for the upcoming episode and then moving into the credits, the two are shown side by side on split screens.
Ripjaws is used in this episode after a five-episode break, making this his second overall appearance.
Alien Form(s) Used:
Alternate Title: "No Laughing Matter."
Main Villain(s): Zombozo, Thumbskull, Frightwig, & Acid Breath.
Ghostfreak: You wanna see something really scary?
This is a play on the TV show The Twilight Zone because this is its catchphrase.
Zombozo: (sticks out an unusually long tongue)
In the Marvel Comics, Venom, a frequent enemy of Spider-Man, who Spider-Man somewhat feared in a similar to Ben's fear of Zombozo, sticks out his long tongue out as well.
Announcer: The crown prince of comedy, ZOMBOZO!
This is a reference to the Joker from the Batman series, whose nickname is the "clown prince of crime."
Zombozo's power to make illusions was very similar to the power of Mysterio, one of Spider-Man's most notable foes.
Zombozo takes the form of a spider, just like Pennywise the Clown in Stephen King's novel It.
Frightwig's powers are essentially the same as the Marvel character Medusa, an Inhuman whose hair responds to psychic commands and possesses great strength. Their hair is also the same color.
Zombozo is just like the vampire clowns in Extreme Ghostbusters, because he needs laughter to feed himself.
Ghostfreak opens his chest to reveal a mass of tentacles beneath it. This is similar to the way Raven scared Gizmo in an episode of Teen Titans.
When Ghostfreak peels back his skin to reveal a mass of tentacles beneath, it almost exactly parallels the 1988 film Beetlejuice, in which Beetlejuice does a similar trick with his face to show Adam and Barbara just how scary he can be.