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)