In Equestria, Lilo was guiding the blindfolded Rainbow Gems. "Lilo," Will said, "Is this necessary?"

"It is," Lilo answered.

She took them to the front of the castle and said, "You can look now."

The Rainbow Gems removed their blindfolds and saw the castle. Inside, Twilight decided to go over what happened.

"We went over it 100 times Twi," Rainbow Dash groaned, "We found all 6 keys, defeated Tirek and Darkrai, found The Rainbow Gems, and got this awesome castle."

Then they noticed the mail has arrived. Inside, they saw some letters from their friends from their old adventures. Lilo has received a from Gary. "Dear Gary," she read, "The gang and I are having a great time in Chicago. We miss being a member of The Celestian Alliance. Frank moved to California and has joined WOOHP with The Ping brothers and Tucker's friend, "Stig" has joined our team. He's gross, but that's okay. Tell me about your adventures. Sincerely Gary and The Midnight Society."

Will got a postcard from his parents in England, Layla got a monthly issue of Wildlife Guide magazine, Warren got a new SMOOCH poster, Zach got a letter from his homies in Maxville, and Magenta got a new poem book. Also in the mail, was a flier for Cirque De Dimentio. The Flier read, "Cirque De Dimentio at Lonely Crag. Featuring clowns, prancing animals, magicians, and fire eaters."

"Lonely Crag," Will asked, "What's that?"

"It's an old west town back in the 1890s," Twilight answered, "But no one has heard of it much since the 1950s."

"Who's ready to go to Lonely Crag?" Pinkie Pie asked.

"Meega!" Stitch said as he raised his hand.

"I'm in," Lilo replied.

"Dude," Zach said, "That's amazing."

"I'll go," Layla said.

"Wow," Ethan said in excitement, "a real Equestrian old west town."

Warren and Magenta decided to join without a word.

"Let's go!" Twilight shouted.

Later at Lonely Crag, The Celestian Alliance were seeing everything circus-themed.

A pink pony with poofy purple hair was serving circus-themed cookies, Iago tried to hog all the cookies, but Tweety and Zazu stopped him because they were for the customers and they have to pay for them. A blue pony with short white hair was tossing fliers, Stella, Luca, Willow, Poppy and Dahlia made origami out of the ones on the floor. A White pony was looking at skiing posters, 3PO and R2 were wondering about him skiing in the deserts of Equestria. And a light blue pony was making balloon animals, Garnet, Amethyst, and Pearl were checking them out.

Inside, the show got started. Onstage, they saw a purple clown with a black and white face. "Hello you Mortal Freaks," said the jester, "I'm Dimentio, ringleader of Cirque De Dimentio. Here we go a wonderful show for you."

He showed the first act, "The Amozoness Quartet" "Besu Besu" who wore red rode elephants, "Cele Cele" who wore pink did flower magic, Layla got impressed by it, "Jun Jun" who wore green did an acrobatic act with "Frightwig" who had long red hair locks, and "Para Para" who wore blue stands on a ball. Then Freakshow, who was a ghost-like magician and his tattooed assistant/wife, "Lydia" did a magic act, and finally, "Thumbskull" who was very muscular did a strength act, Will believed that he can beat Thumbskull.

"Okay Mortal Freaks, act two well be up in 20 minutes," Dimentio shouted, "Ciao."

Then he disappeared. As The Celestian Alliance walked off to the petting zoo, Lord Hater and The Harbingers of Doom were in the audience eating popcorn. Gwen Grayson came with them to make sure they don't ruin the show. "So why are we here Gwen?" Lord Hater said with his mouth full.

"I'm here because of my boyfriend," Gwen explained.

"Yoo Hoo!" Gwen shouted, "Dimentio Dear!"

Dimentio recognized Gwen as Digital Quartz and kissed her. "I miss you my Digital Diva," he said as he kissed her.

The others got grossed out by their kissing when Commander Peepers caught Stella and her friends looking around the circus. As Gwen and Dimentio stopped kissing, they heard Commander Peepers saying that The Celestian Alliance might be here and they were right. He took them backstage where they met his circus troop, his secretary, "Nastia" who was stern looking, "Mimi" who looked like a teenager, and "O'Chunk"s who's really strong.

"Sir," Nastasia said, "Do you really have to kick out Vitaly?"

"Of course, Nastasia," Dimentio shouted, "He was being too attention grabbing. I'm the real star. Me! Me! Me!"

"Sir," Mimi said, "You should like totally get a new act."

"Me think clown acts," O'Chunks suggested.

"Good idea O'Chunks." "This clown isn't gonna control other worlds itself."

Gwen told Dimentio about The Rainbow Gems and suggested they should be the circus acts.

Later, The Rainbow Gems were looking at the miserable animals and suspected that something was wrong. An old lady appeared. "What's an old lady doing in Equestria?" Ethan asked.

"She might be blind," Warren suggested.

At the backstage area, She asked if she could look at their Harmony Rings. When they showed them their rings, she snatched them and placed them in a box. Nastasia came in and brainwashed them.

"Okay my clowns,"Dimentio laughed as he turned visible, "You'll listen to me."

"Si Dimentio." they said monotonously as Cirque De Dimentio laughed evilly.