The Grim Adventures of Billy and Mandy

Season 3 Episode 13

Attack of the Clowns / Complete and Utter Chaos

Aired Friday 8:30 PM Oct 22, 2004 on Cartoon Network
out of 10
User Rating
44 votes

By Users

Episode Summary

Attack of the Clowns / Complete and Utter Chaos
Attack of the Clowns: Grim and Mandy dress up as clowns to get Billy over his fear of clowns. But they scared him enough over him to kill clowns.

Complete and Utter Chaos: Eris plays a trick on Grim, Billy, and Mandy about quitting chaos. She gives them the Apple of Discord to watch over for her.moreless

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  • Attack of the clowns is the best episode ever!

    Billy has a dream where hes playing fetch with his dog (grim) and a load of clowns drop down, terrifying billy and making him wet his bed. Also, billys dad is terrified of santa claus. Billy buys a load of oranges (he calls them tangelos) and keep shoutin "Clowns will destroy us all! destroy us all!" and then grim and mandy decide to do something about it. they try to make a clown head become alive but instead dress up as clowns making billy jump out of windows screaming. grim and mandy follow billy to a beauty parlour, where billy has an epiphany and doesn't fear clowns anymore, but wants to kill them all instead. Billy *holding grims scythe* chases mandy and grim down the street. mandy and grim take off their clown costumes and put them on irwin, who billy supposedly kills. Billy, mandy and grim all return home where they're eaten by the clown head they made come alive *along with milkshakes* and decide they're not afraid of clowns, but hate them all.moreless
  • This is the best episode ever!!!!!

    this is my favorite episode of 'Billy and Mandy'. It has original quotes and running gags. Like billy runnuning around all psychotic and getting revenge on all clowns! Clowns are pretty scary...they laugh at you and have only one emotion! Ahhhhhh....they are nothing but ultimate evil. They want to be the dominant species on the planet and they'll destroy us all to make it happen! And in the end clowns still win! What madness is this? Anyways, this episode is awesome, clowns are evil, and i am writing a review...whatever...

    I also think this episode portrays the characters a lot. Billy being stupid and psycho. Mandy being...uh...Mandy-like. And Grim being supernatural and grim reaper-ish.

    so the point is...this episode is awesome and i love it!moreless
  • what's to summarize? if you haven't seen this episode SEARCH FOR IT! trust me you will love and laugh until you bust a gut and spleen, so i hope you have medical insurance LOLmoreless

    i haven\'t laughed so hard for a minute yo! even when i was done and the credits were rolling and billy was still saying \"destroy us all\" i started up again, yo, it felt like i had done 1000 stomach crunches under 1 minute...can you imagine the BURN?!! that\'s why i watch cartoons like this, the classic looney tunes and tom and jerry. they keep you in stitches and you can actually learn a fact or two while sharing time with your kids while going back to your own inner-child. i just wish i can find this episode on DVDmoreless
  • Destroy us all

    Destroy us all! Destroy us all! Destroy us all! The clowns will destroy us all! Man, Attack of Clowns just bombed the episode, in a good way. It was great! And Harold with that dream about Santa Claus... just funny and great, and maybe stupid, but still, two great episodes.
  • This is the best episode of Billy and mandy!

    This episode is very funny and great. In Attack of the clowns I like the part when Billy wake up after he dreamed about the clowns and he said(I don't really understand it)"Hollie bunnies". I like also the part when the clown that Grim made alive and ate them and also Billy's cat Milkshake. My favorite part is when Billy saying DESTROY US ALL! many times. In Complete and Utter Chaos I like the part when they were talking about the chaos and playing with it. This two episodes of Billy and Mandy are great and the best!moreless
Dorian Harewood

Dorian Harewood

Talking Burrito

Guest Star

Rachael MacFarlane

Rachael MacFarlane


Recurring Role

Bart Flynn

Bart Flynn

Inner Frat Boy

Recurring Role

Grey DeLisle

Grey DeLisle


Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (6)

    • Listen Closely: When billy goes to his happy place, you can hear that one song the Spider Queen sang in Wrath of the Spider Queen.

    • Billy shows a great fear of clowns. However in Smarten Up, he didn't seem afraid of them.

    • Why didn't Grim use his scythe to pop the clown's stomach? Or at least use his finger to put a hole in it. Also, couldn't Milkshakes could have popped the clown with her claws?

    • After Billy conquered his fear of clowns, he, Grim and Mandy opened the door to his house. The papier mache clown head that Grim had tried to animate was at the door, but Milkshakes wasn't in its stomach, and the clown had eaten Milkshakes before he had eaten the others. In the next scenes, Billy, Grim, Mandy and Milkshakes are all inside its stomach.

    • When the TV falls on top of Grim and Billy, and Mandy yells "Grim!" her mouth doesn't move.

    • The ending credits state that Rachael MacFarlane provided her voice as Mindy in this episode. Appparently, Mindy never made her appearance in this episode. Only Eris.

  • QUOTES (14)

    • Grim: Billy, that apple wouldn't pick you even if you were a booger.
      Billy: It depends what kind of booger.

    • Grim(About Billy): See Mandy? All we had to do is shake him up a bit. It's the answer to everything! (Billy punches him in the face) Ow, my face!
      Billy: Keep your hands off me, you stinkin' clown!

    • (Grim turns on radio and it malfunctions)
      Grim: Darn button's stuck.
      Mandy: (to Grim) Ignore it. Just do the juggling.
      Grim: Well, I never really got time to practice. (accidentally throws balls into Billy's face)
      Billy: (whimpers)
      Mandy: (to Grim) What was that?
      Grim: (to Mandy) Look, I told you I can't juggle. I wanted to do the routine with the umbrellas, but you said no!

    • (After TV falls on Grim and Billy)
      Mandy: GRIM!!!
      Grim: (emerging from under TV) Oh yeah, it was me again, Mandy. I dropped your 400 pound TV on meself.

    • Mandy: Well, Billy, it looks like you've finally gotten over your fear of clowns.
      Grim: That took guts...
      Billy: And rage... don't forget the rage.

    • Grim: Hey, hey, hey! Who's ready to laugh?
      Billy: (screams and jumps out the window) CLOWNS!! AAAAAAAHHH!!!
      Grim: That went about as well as expected.
      Billy: Mom! Dad! You won't belive that we just... holy crud! They're still here! AAAAAAHHH!! (screams and jumps out the window again)

    • Gladys: (in the laundry room talking to Billy) Are those your sheets, honey? (Billy nods) Was it the dream about the clowns again? (Billy nods again and Gladys sighs. She puts away laundry detergent and grabs a jumbo clean detergent. Then Harold comes in) Those your sheets? (Harold nods) Was it the dream about Santa Claus again? (Harold nods again and she sighs. Gladys tries to pick the jumbo laundry detergent up again)

    • Mandy: You're gonna make me ask, aren't you?
      Billy: Ask what?
      Mandy: What with all the oranges?
      Billy: They're not oranges, they're "tangellos."
      Mandy: Okay, what's with all the tangelos?
      Billy: Clowns hate tangellos. Messes with their equilibrium.

    • Mandy: Billy, you got to get over this ridiculous fear of clowns.
      Billy: Who are you calling ridicu-mous? Well, what about your fear of professional figure skaters?
      Mandy: That's not a fear. I just don't trust the way they spin is all.
      Billy: You gotta believe me, Mandy! The clowns are nothing but ultimate evil! They want to be the dominate species on the planet, and they'll destroy us all to make it happen!! (repeatedly) DESTROY US ALL!!!

    • Billy's Inner Frat Boy: Hi there! I'm your inner frat boy!

    • Grim: Okay, we need to talk about this backpack thing. It's very demeaning. I'm the Grim Reaper for goodness sake! I used to have a chariot of 400 burning horses! My arrival in the scene would be a raging thunderclap of fear! Now it's, "Hey, have you seen Grim? Yeah, I think he's wedged between a history textbook and a tuna fish sandwich."
      Billy: (as he flips through the channels and Grim passes by him) DESTROY US ALL!!! DESTROY US ALL!!! DESTROY US ALL!!! DESTROY US ALL!!! DESTROY US ALL!!!
      Grim: And I'm pretty sure the guys back in the underworld accountant are laughing at me behind my back. Those guys are turbo-nerds! I bet none of them had a date since the 1800s. Hear that, you date-less turbo-nerds? I'm on to you! Hmph!

    • Eris: The world is chaotic enough.
      Burrito: Lady speaks the truth.
      Eris: Nope, I'm done with chaos. I'm gonna do something more meaningful.
      Burrito: You sing it!
      Eris: I'm going to work at the new Flab Burger down the block. Ta-ta!

    • Grim: Billy, the only reason I brought that burrito to life was for you to stop annoying me. It ain't working.

    • Grim: (enters a beauty shop with Mandy, dressed as clowns) And people think I'm scary. (to the women in the beauty shop) 1983 ended a really long time ago, ladies!

  • NOTES (8)