(Set during the events of The Mascot Upshot, which is the final episode of Big Hero 6: The Series)

(At the Stewart Mansion, Max is currently in his room, watching a TV show about a reptilian humanoid alien who goes across the galaxy, saving planets)

Max: Go Captain Repto!

(Suddenly, the TV goes static, much to Max's dismay)

Max: Huh?

(Suddenly, Tickles the Clown appears on the screen, jumps out and lands in the room)

Tickles: Well kid, looks like you're in for the time of your life.

(Max is shocked to see Tickles and gasp)

Max: Tickles the Clown!

(Max gets ready in a fighting stance)

Tickles: Now, now, there's no reason to fight.

(Tickles pulls out a spray can from behind and sprays a white mist in front of Max's face, causing him to cough and fall to the ground, unconscious)

Tickles: Looks like I got a Monster Kid.

(Tickles laughs as he carries Max over his shoulder and jumps out of a window)

(Dawn, Zoey and May are currently at the park, having a picnic)

Zoey: This is nice, just us girls having a nice picnic.

May: You said it, thanks for inviting me.

Dawn: You're welcome May.

(Dawn eats some pudding while May is eating a sandwich)

Dawn: I like pudding.

(Moments later, a red balloon floats above Dawn, May and Zoey, suddenly pops, releases a white mist over their faces)

May: Ugh, what's going on?

Dawn: Ugh! My muscles are getting stiff

Zoey: My face is starting to tingle!

(Dawn, Zoey and May began to form perpetual smiles on their faces as they scream while their bodies stiffen)

May: What's wrong with our faces?

Zoey: I can't stop! My face is frozen!

Dawn: Me too, my muscles won't move either.

(Tickles the Clown appears in front of the girls)

Tickles: Well, well, well, looks like my Smile Gas work after all.

(May glares at the clown while still smiling)

May: Tickles!

Tickles: How nice of you to remember me.

(May gets ready in a fighting pose)

May: I don't.

(Tickles throws a metal ring at May, Dawn and Zoey, which expands and binds them together)

May: Hey!

Tickles: Now that I've got you, the show can go on!

(Tickles snaps his fingers, making himself and the girls disappear in a flash)

(The scene cuts to a circus tent outside of the city when an evil laugh is heard and inside the tent is Tickles the Clown)

Tickles: Ah, this is a wonderful day.

(Max is still unconscious, strapped to an electric chair with his wrists shackled to the armrest by metal restraints and wires attached to his temples)

Tickles: I'm going to destroy Monster Kid and I have a captive audience to watch.

(Tickles gestures to May, Dawn and Zoey, who are sitting in wooden chairs with metal blue rope wrapped around their arms, no longer under the effects of the Smile Gas)

May: What are you going to do with Max?

Tickles: Simple, I'm going to destroy him by shocking him.

Zoey: No!

(Zoey tries to get out of her seat, but she couldn't due to the rope)

Zoey: (grunts) It's like the more I struggle, the more it gets tighter!

Tickles: It's no use escaping girls, I'll deal with you once I'm done with Monster Kid.

(Tickles quickly places his finger over a button)

May: You wouldn't dare.

Tickles: Oh, but I will.

(Max groans and starts to wake up)

Max: Ugh.

Tickles: So you decide to wake up, had a good nap?

(Max glares at Tickles, then looks at May, Dawn and Zoey)

Max: May? Dawn? Zoey?

Tickles: They're the audience who will watch your demise. Time for the grand finale.

(Tickles pressed the button which causes the restraints to glow light blue while electricity to course through Max's body as he groans in agony with May, Dawn and Zoey watching, look worried)

May: Max!

Zoey: We gotta help him.

(May attempts to use her superhuman to break free, but no avail)

May: I can't!

(May turns her attention to the machine, uses her heat vision to destroy it)

Tickles: No!

(The electricity stops as Max breaks free from the chair and pulls off the wires to confront Tickles)

Max: Tickles!

(Max morphs his arms into gorilla arms)

Max: You're going down clown!

(Max charges at Tickles, who morphs his hands into hammers)

Tickles: Bring it!

(Max and Tickles began fighting while May uses her heat vision to melt the ropes)

May: Yes.

(May uses her heat vision to free Dawn and Zoey)

Dawn: Thank you.

Zoey: Let's go help Max.

(Max dodges Tickles' hammers and grabs the clown's face, repeatedly slamming him to the ground and stops)

Max: Ha!

(Max turns his gorilla arms back to normal, seeing Tickles groaning in a crater)

Tickles: Ow!

Max: Puny clown.

May: I wanted to do that!

(Max turns his attention to May, Dawn and Zoey)

Max: You okay girls?

May: Yeah, we're fine.

Zoey: We were going to help you, but nevermind.

Dawn: You did it by yourself.

Max: Thanks.

(Moments later, Big Hero 6, Andrew and Dennis arrive in the tent)

Dennis: Max, we're here to rescue you.

Andrew: May said she and Dad saw Tickles the Clown carry you and...

(They see Tickles laying on the ground, groaning)

Go Go: Okay, nevermind.

(The next day at Lucky Cat Cafe, Max is telling his story to Hiro and the gang)

Max: After Dad place the shock collar on Tickles, the police put him in a straight jacket and took him to prison.

Fred: Awesome, you defeated Tickles the Clown.

Max: Yeah and I see you actually reform Noodle Burger Boy and the mascots, it would have been easy if you remove Obake's chip when you first fought him.

Hiro: Yeah, I didn't even think about it.

Max: So, they call Cass their mom?

Go Go: It's a little weird.

Max: What a happy ending.

(This is the final chapter of Phase 3, Max and Big Hero 6 will return in Big Hero 6 and Monster Kid: Battle for the Universe)