- Grandpa Max: Now, I haven't been to a circus since I was a boy. Sounds like fun. What do you guys think?
- Gwen Tennyson: I love the circus!
- Ben Tennyson: That's because you belong in one.
- Policeman #1: 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 into the water]
- Policeman #1: Hm. Looked like a freak to me.
- Zombozo: If you love clowns, then this is the place to be. You're gonna die laughing. That's a Zombozo guarantee.
- Grandpa Max: Ben, I think that Zombozo robs people of more than just their possessions. I think he steals people's happiness until there's nothing left.
- Ben Tennyson: And he's got Gwen!
- 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?
- Ben Tennyson: I want my cousin back!
- Zombozo: Cousin? Oh, didn't you hear? She ran away with the circus.
- [shows Gwen lying on the ground]
- Ben Tennyson: Oh, you're funny, but I'M going to get the last laugh!
- Ghostfreak: I just figured out there's something I'm even more afraid of than you.
- [Ghostfreak punches Zombozo]
- Ghostfreak: Losing my family to some goofball emotional vampire. In other words...
- [punches Zombozo again]
- Ghostfreak: ...you're going down, clown!
- Gwen Tennyson: [jumping up wearing a clown mask] Boo!
- Ben Tennyson: Oh, hi, Gwen. Trying out some new makeup? That's a good look for you.
- Gwen Tennyson: Aw, you're no fun anymore.
- Gwen Tennyson: What is your malfunction?
- Ben Tennyson: What do you mean?
- Gwen Tennyson: Ever since we decided to go to the circus, you've been acting even weirder than normal. What are you scared of?
- Ben Tennyson: I'm not scared of anything.
- Grandpa Max: [after Ben leaves the show to get popcorn] Is Ben all right?
- Gwen Tennyson: You're asking me? I stopped trying to figure him out a long time ago.
- Ben Tennyson: Grandpa, are you okay?
- Grandpa Max: [slight chuckle] I just... feel kind of glum. That's all.
- [chuckles again]
- Ben Tennyson: Then why are you smiling? Wait a minute! Where's Gwen?
