(the episode starts with at a fair)

Scat: this is amazing!

Dink the little dinosaur: you said it

Amber: especially those rides over there

Flapper: not me,riding these kinds of rides makes me wanna vomit

Scat: hey guys,check this out (dances) w-w-w-whoa!

(Chiro catches Scat)

Scat: my hero (smooches Chiro)

Chiro: nasty!

Amber: come on guys,let's check the rest of the ride

(as the headed to the other part of the fair,one of the clowns is a Heelnavi in disguise)

Sudar (Ultra Q): don't not worry my fellow clown friend,we'll get them! (laughs)

(cuts to Pearl)

Pearl: we'd better catch up with the others,come on Sophia

Sophia: hey wait up

(cuts to BT and Glenny,gathering cotton candy)

Sudar (Ultra Q): (doing a performance)

Scat: alright!

Pearl: guys,meet Silvia,Silvia meet Dink,Amber,Flapper,Scat,Chiro and Jinmay

Silvia: hi guys

Sudar (Ultra Q); (in human form) juggle my eggs and make them fly,won't one of you give it a try?

Flapper: wouldn't hurt to try (juggles the eggs)

BT: hey look,our favorite group of pinheads

Glenny: (laughs)

BT: Did you guys see the sign at the front gate? No geeks allowed

Glenny: better leave before this gets messy

Flapper: (accidentally landed the eggs onto BT and Glenny's head)

Flapper: I knew I had 4

Amber: the only mess around here is you 2

Dink the little dinosaur: hey a gymnastics,come on

Silvia: can I stay here and play with Sudar

Pearl: Silvia,we suppose to stick together,how about he get to see some gymnastics and turn back to Sudar,ok?

Silvia: ok,bye,bye

(meanwhile)

Witch Bandora: that's right,walk into my trap dino brats

Finster: (snoozes)

Witch Bandora; Finster,Finster! Those loathsome dinosaurs are fallen into Sudar's trap,time for phrase 2,now what about the clown is he ready?

Finister: yes,first he'll use his ink,to turn the Dino Warriors into solid ink,then he'll transformed into his true form and terrorize the city

Finister: excellent,have him used Silvia as bait,to lure the rest of them,Finster,don't blow it this time

Finster: as you wish

Squatt: hey look

Baboo: hey Sudar hasn't got the Dino Warriors yet

Witch Bandora; is he waiting for an invitation,get back in there!

Squatt: now he's make it his moves

(back to the others)

Dink the little dinosaur; ok guys,just like rehearse (everyone is doing gymnastics)

Pearl: (sees Silvia with the clown) Silvia (everyone collapse) why'd she left like that? Guys I have to look for here (runs off)

Scat: huh?

(Pearl follows Silvia and the clown as she show the clown)

Pearl: Silvia,we're supposed to stay together,remember? Come on let's back to the fair

Sudar (Ultra Q); not so fast Sailback,Silvia is staying with me

Pearl; back off red nose!

Silvia: no Pearl,he's my friend

(Sudar turns Silvia into solid)

Sudar (Ultra Q): I guess she's solid (runs off)

Pearl: not good

(back to the others)

Otto: hey lets go the ferris wheel

Amber: no let's go the tilt a wheel

Pearl: guys we got a problem,that clown turn Silvia into solid,this is must be Bandora's dirty tricks

Flapper: she must turned into a solid an ink solid

Pearl; we gotta do something quick

Flapper; we could break her free form the solid

Dink the little dinosaur; Pearl,take Silva into the lab,and Alpha will teleport you down here to help you,we're gonna warn everyone here

Pearl: right (runs off)

Dink the little dinosaur; (pulls up a megaphone) everyone get out of the county fair,it's a trap

(everyone runs for their lives)

Jinmay: Now that's done…

(a bunch of clowns show up)

Scat: something tells they're not here to perform

Chiro: we can take on a bunch of clowns

(the clowns turn out to be Heelnavis)

Dink the little dinosaur; didn't see that coming

Heelnavis: bossun

Sudar (Ultra Q): come with me if you want to see Silvia again

Flapper: just what are you up to?

Jinmay: Flapper no!

Flapper: ?

Sudar (Ultra Q); come on! I don't have all day! (laughs)

(battle scene)

Dink the little dinosaur: ikze!

Sudar (Ultra Q): (human form) no more clowning around (transforms into his true form)

Jinmay: (gasp)

(at the fortress)

Witch Bandora: alright,Sudar is actually wicked

Baboo: but what if he needs backup

Witch Bandora; you're right,Where's Goldar?

Goldar; you called my queen

Witch Bandora; to down to the amusement park and aid Sudar in battle

Goldar: as you wish

Sudar (Ultra Q): (roars)

Scat: that's one big cephalopod

Dink the little dinosaur; let's then it into fried octopus

Goldar: get them!

Octons: (gibberish)

(battle scene)

Alpha 5: (uses drill as it breaks the ink solid free)

Silvia: what happened and Pearl why are you here?

Pearl; it doesn't matter,the important thing is that your ok

(back to the others)

Sudar (Ultra Q): (roars)

Flapper: what a brawler

Sudar (Ultra Q): (roars,uses tentacle lash)

Dink the little dinosaur; (roars)

Sudar (Ultra Q): (uses ink)

Everyone: (dodges it)

Dink the little dinosaur; (uses fire breath)

Sudar (Ultra Q): (demises)

(suddenly Sudar got empowered)

Pearl; hey guys,Alpha turns Pearl back to normal

Amber: yosh!

Sudar (Ultra Q); (roars)

Everyone: cards set!

Prehistoric beasts: (roars)

(prehistoric beasts)

Smilodon: (uses smilo slash)

(Sudar demises)

Smilodon: (roars)

Finister: but it wasn't my fault

Witch Bandora; I can't believe you lost again?!

Finster: Well I…

Witch Bandora; get out of my way,now I have to come up with a new plan

(after the battle)

Silvia; do you think that Flapper could teach me how to juggle?

Pearl: Flapper,I don't think he's capable of doing so

Amber: guess Flapper is getting the hang of it

Flapper: you know it makes it easy to juggle if you use balls or something

Scat: even me

Pearl: Silvia,sorry for what happened today?

Silvia: it's ok Pearl,I know I shouldn't wonder off,you taught me that

Pearl: I did

Silvia: yeah,you're a pretty kind person

Flapper: (got pelted by eggs)

Otto: guess Flapper got his eggs scrambled

Everyone; (laughs)

The end