Max, Roxanne, and Goofy were at the circus that appeared in town.
"So this circus just appeared without letting the public knowing about it before hand? There's something suspicious about this." said Max.
"I know." Roxanne said. "But looks like everyone does not care."
Goofy looked at Max and Roxanne.
"True but hey Tank, PJ and Bobby are here as well." Goofy said.
It was true three of Max's friends are there but different.
"Come one, come all." said PJ.
"Sheesh, I thought PJ didn't like the circus." said Max.
"Same here." said Goofy.
Max than noticed the clown make up on everyone's faces.
"Come to think of it what is with the make up on everyone?" Max said.
"No idea." said Roxanne.
Suddenly, Bobby spat out some teeth towards the group. Luckily, Max pulled out a baseball glove and caught the teeth before they could bite him.
He dropped the teeth and stepped on them, destroying the teeth.
"We don't know if it could be contagious." said Max.
Goofy is shocked.
"How so?" said Goofy.
"No idea." said Max.
He peaked into the circus tent and saw Zombozo coming into the center ring.
"Looks like one of those prisoners of the Plumbers." said Max.
"He then realized something.
"Wait a minute, I know him. It's Zombozo, he was at my Collage X-Games victory party." said Max.
Flashback
Max, PJ, and Bobby we celebrating their first victory and first time in the Collage X-Games with lots of people.
"Me and my two pals were celebrating our victory for being the first freshman class to be in and winning the Collage X-Games." Max Narrated.
Suddenly, Zombozo appeared with a vacuum like device and started sucking everyones(minus Max) fear.
Max sees this.
"Hey you." Max said.
Zombozo looked at Max.
"Well well looks like I missed someone." Zombozo said.
"Who are you?" Max asked.
"The name's Zombozo. And you are?" said Zombozo.
"Maximiliam 'Max' Goof." said Max.
"Your fear's going to be mine." said Zombozo.
He aimed his device at Max and did some sucking, but Max dodged it and grabbed a hammer. He threw the hammer at Zombozo.
The hammer hits Zombozo.
"Ahhhhh." The evil clown said.
Max went behind Zombozo and saw a lever on the vacuum at suck and a setting labeled reverse.
"Seriously?" said Max.
"Luckily, I was able to reverse what Zombozo was doing." Narrated Max.
Zombozo looked at Max mad.
"What are you doing?" said Zombozo.
Max flipped the lever to reverse and the vacuum spat out all the fear.
End Flashback
"So Zombozo was arrested by the authorities and his plan to steal everyone's fear ended. I didn't have to fight him, I just used quick thinking." said Max.
Max sighed.
"But he swore revenge on me." Max said.
Flashback
Zombozo looked at Max mad.
"You were lucky this time Max, but I'll be back." said Zombozo.
End Flashback
"And then, he killed a dog." said Max.
Flashback
Zombozo started to moan a bit as a dog was sniffing his behind. The clown soon farted.
The dog wined before falling down.
He looked at Max again.
"Be warned Max I will be back for my revenge." Zombozo said.
End Flashback
"I have no idea what he said to me last. I was too busy listening to my iPod." said Max.
Meanwhile in the tent, Zombozo is seeing everything.
"Just the way I planned it. Steal everyone's emotions instead of just their fear." Said Zombozo.
Zombozo looked at a back pack on his back.
"It's a good thing I stole that emotion life force back pack from that 1920's dressed rooster." Said Zombozo.
He looks and sees Max Goof and is shocked.
"It's been a long time Maximillian." Said Zombozo.
"I'm not too surprised to see you." Said Max, "I can see that you're still stealing people's fear."
"And then some." Said Zombozo.
"Why are you turning people to clowns?" Roxanne asked.
"For my own amusement." Said Zombozo.
"They seem a bit creepy." Said Max.
"It's a living." Said Zombozo.
He snaps his fingers and his clowns appeared.
"Attack." Said Zombozo.
The Zombie Clowns walked towards the group, but Max pulled out a pen, pushed a button on it, and blue smoke came out, covering the three. The smoke disappeared and the group was gone.
"Curses." Said Zombozo.
Max was driving his own car with Goofy in the passenger seat and Roxanne in the back seat.
"That was a close call." Said Goofy.
"Good thing Cyborg gave me that pen for Christmas." Said Max.
Roxanne sighed.
"If only we knew where to start." Said Roxanne.
Max than realized something.
"If I recall correctly, Zombozo did say he stole that backpack from a 1920's dressed rooster. And there's only one rooster that fits the description." Said Max.
At the Plumbers Base; Max, Goofy, and Roxanne were following Max Tennyson.
"Zombozo opened up another circus, only in Toon City?" said Max Tennyson.
"Yes he did." Said Goofy.
"He stole a back pack from F.O.W.L." said Roxanne.
"And the only lead we've got is Steelbeak and we need to talk to him." Said Max Goof.
Max Tennyson nodded.
"I understand." Max Tennyson said.