Gwen and the cups were out one day, and they notice a circus was taking place.
"Hey guys! The Inkwell Circus is back in town!" Cuphead pointed out.
"Oh boy!" Said Mugman excitedly.
They take Gwen's hands and run up to the circus. They notice carnival games, food stands, carts and the big top circus tent.
"Wow, this circus is big." Gwen said.
"Oh yeah, we come here every year when they come into town." Said Cuphead.
"Yeah, we can't wait for you to see it with us this year Gwen!" Mugman said excitedly.
"Ooh! I can't wait to see what Beppi has in store this year!" Said Cuphead.
"Who's Beppi?" Asked Gwen.
"He's one of the circus's main attractions. Aside from the trapeze, the cannonballs and the animals." Mugman explained.
"What does he do? Magic tricks or something? I hope I don't get picked to volunteer again. Remember last time?" Gwen asked, recalling her experience when she was new to the Inkwell Isles.
"No silly, he's not a magician. Even better." Mugman said.
"Better? What does he do?" Gwen asked.
"He does his amazing balloon tricks as a..." Cuphead mimics a drumroll.
"…Clown!" Both cups announced.
Gwen's eyes widened and asked,
"Did you just say he's a clown?"
"Yes Gwen. Why? Is that a problem?" Mugman asked.
"Uh, no! No, there is no problem. Hey, you guys go on ahead, I'm gonna head home. Okay? Bye!"
Gwen said nervously and started to leave until the cups grab her hands and Cuphead asked,
"Gwen, is something wrong? You don't seem too excited about the circus."
Gwen tries to hide her fear of something but she says,
"I-It's nothing guys. Really. I just don't like circuses. Sorry." Gwen lied.
"It's more than that. We can tell. I thought we don't keep secrets from each other." Mugman reminded her.
Gwen hesitated and tried to leave again but the cups won't let her go.
"Gwen, are you afraid of something?" Cuphead asked suspiciously.
"No! Don't be ridiculous Cuphead! I'm not afraid of anything!" Gwen protested in denial.
"Oh, you're afraid of something. What is it?" Mugman asked suspiciously.
"Nothing!" Gwen argued.
"Gwen, you're obviously scared of something, and it's only gonna get worse if you don't tell us what's wrong!" Mugman warned her.
"Nothing's wrong!" Gwen shouted.
The cups looked at her with shock as Gwen realized she yelled.
"Oh, sorry. I didn't mean to shout. I'm just saying nothing's wrong and nothing scares me, okay?" Gwen lied again.
Just then Gwen notices a red, blue and white clown wearing a little black hat walking out of the circus tent and inflated his head like a balloon. She gasped and looked at him in horror and runs away to hide behind a cart. The cups look and see Beppi rehearsing his balloon tricks when it finally clicks for them.
"Wait a minute! You're afraid of clowns!" Cuphead blurted out.
"Coulrophobia to be exact." Mugman corrected him.
"Eh, same thing!" Cuphead argued.
The cups go up to Gwen hiding behind the cart and see her shaking with fear.
"Are you really afraid of clowns Gwen?" Mugman asked.
"Okay fine! I admit it! Yes! I'm afraid of clowns! There, I said it! Okay?!" Gwen answered fearfully.
She knelt down, sunk her head into her knees and felt embarrassed. The cups couldn't believe their brave, all-powerful human best friend is truly afraid of something. The cups comfort her and Cuphead said,
"Hey, it's okay Gwen. Everyone's afraid of something."
"You wanna talk about it? We won't judge." Mugman asked.
Gwen sighed and finally comes clean,
"I was 6 years old when it happened. It was my birthday and my parents took me and Rose to a circus that came to Boston. It was all exciting at first, with the animals, the trapeze, acrobats and all those tricks. But then, there was a clown that came out and did funny tricks and made people laugh. Then, he came up to me because I was the birthday girl and… he made the scariest face with a creepy smile, laughed with that creepy high-pitched squeaky voice and gave me a red balloon, which suddenly popped in my face. I was crying my eyes out that my parents had no choice but to take me and Rose home. Ever since that fateful birthday, I've been afraid of clowns. I was even made fun of at school because of it. But Rose was supportive and comforted me. Still, I never overcame my fear ever since."
Gwen finished her story as she had tears in her eyes and sunk her head into her knees.
The cups were touched by her sad story and both give her a hug.
"I'm sorry Gwen. I had no idea how serious it was." Cuphead admitted.
"We know how you feel Gwen." Mugman added.
Gwen wrapped her arms around the cups and said,
"Thanks guys. You're the best."
After Gwen feels better talking about it, she gets up on her feet and walked with her best friends to look at other attractions. Just then, they hear Beppi the clown sobbing and they turn their heads to see what was wrong.
"What's wrong with him?" Asked Gwen, trying not to look at Beppi.
"I dunno. Let's go ask him." Cuphead said.
Cuphead and Mugman walk up to Beppi while Gwen kept her distance.
"What's wrong Beppi? Why the waterworks?" Asked Cuphead.
"Oh, it's terrible! The boss told me my new act is stale and it didn't make him laugh! And I need to come up with a new act that makes him laugh or else I'll be fired!" Beppi tearfully explained as he continued crying and blowing his nose loudly in a tissue.
Cuphead and Mugman giggle at Beppi blowing is nose.
"Oh, you poor, poor clown. Is there anything we could do to help?" Mugman asked, feeling sympathetic.
"Not unless you can 'magically' make me funny and make my act spectacular." Beppi said sadly.
Just then, he notices Gwen not far from the cups and sees the magic inkwell on her belt.
"Wait a minute! Aren't you two friends with that human over there?" Beppi asked, now more curious.
"Uh…"
The cups hesitated to answer but Beppi interrupted,
"Isn't she that girl with the magic inkwell who fought the Devil? I heard about her! She can help me! That's it! You two are brilliant!" Beppi said excitedly and gives the cups a big hug and goes after Gwen.
"Beppi! There's something you should know!" Mugman called out, but is too late.
Gwen was looking at the animals in their pens until she is approached by Beppi as he greeted her,
"Hey there little lady!"
Gwen gasped and turned her eyes away as she was shaking again.
"What's the matter? Haven't you ever seen a clown before?" Beppi asked, now confused.
The cups catch up with Beppi and were both out of breath.
"Beppi, we were trying to tell you that Gwen's afraid of clowns!" Mugman scolded.
Beppi was shocked and said,
"Now he tells me!"
Gwen facepalmed and asked,
"Guys, what did you say to him?"
"Nothing! We were just offering to help him with his failing act or his boss will fire him! But then he saw you, realized who you were and wanted to ask you to help him! But he ran off after you when we tried to tell him that you're afraid of clowns! Honest!" Cuphead protested.
"All I want is your assistance with my act. If I don't impress the boss, I'm finished!" Beppi explained.
"B-b-but what could I do? Why me?" Gwen asked fearfully.
"You could use that magic inkwell to help me with my act! So, what do ya say? Will you help a poor helpless clown like me?" Beppi asked, trying to make himself sad and cried loudly with a splash of tears flushing out.
Gwen thought for a moment and said,
"Look Beppi, you seem like a nice guy, but I'm afraid I'm gonna pass. It's nothing personal, but I have a phobia of clowns."
"Coulrophobia." Mugman corrected her.
"Whatever. Anyway, goodbye." Gwen said and leaves the circus.
Beppi and the cups stood there, unsure what to do now.
"I told you it was serious." Mugman said.
"Don't worry little cups. I can be very persuasive. Maybe I can help her overcome her fear of clowns like me." Beppi said, getting an idea.
"Uh-oh." Both cups said.
Beppi goes after Gwen, with a few tricks up his sleeve while the cups run after him.
Meanwhile, Gwen is walking home when all of a sudden, she sees a big red and white balloon float in front of her and she is shocked. Gwen backs away as the balloon floated towards her. To her shock, the balloon turns around and it is revealed that it was Beppi's head. He says,
"Hello again little lady. Will you help me, and I won't lose my head?"
Beppi laughed at his own joke as Gwen looked unamused and used her ink pen to pop his head and blew away. Gwen kept walking down the path back home.
Suddenly, she sees Beppi juggling pins and asked,
"Say, how do you fight a gang of clowns? Go for the JUGGLER!"
Beppi laughed hysterically until Gwen used her ink pen to use telekinesis on the juggling pins and whack Beppi away from her and she kept walking.
Moments later, she sees Beppi sticking his head in a lion's mouth and asked,
"Why did the lion spit out the clown? Because he TASTED FUNNY!"
Beppi laughed again as she used her ink pen to magically feed Beppi to the lion and kept walking, now feeling annoyed.
Again, she sees Beppi in a wheelchair with a cast wrapped around his whole body and asked,
"Why is the clown sad? Because he broke his FUNNY BONE!" He laughed again until Gwen used her ink pen to make an ambulance appear and have him taken away.
As she walked, he kept annoying her with his jokes and puns until he told her one more joke,
"Why did the clown cross the road? To get his RUBBER CHICKEN!" Beppi laughed as he held up a rubber chicken.
Feeling fed up, she goes up to him and asked,
"Listen Beppi, how long are you prepared to keep this up?"
She hears a click noise, Beppi handcuffed her hand and his hand together. Gwen looked unamused and asked,
"Are you telling me you're gonna keep up your stupid jokes and puns until I agree to help you?"
Beppi smiled and said,
"Pretty much."
Gwen sighed and said,
"Okay fine! I'll help you with your act but promise me you'll leave me alone after that!"
Beppi had rocket blasts coming out of his feet and blasted off in the air out of his cuff and yelled,
"YAHOO!"
Gwen uses her ink pen to remove the handcuffs as Beppi comes down to the ground and said,
"Great! Let's go then!"
Beppi grabs her hand and leads her back to the circus with the cups trying to catch up with them.
Throughout the day, Gwen tried using her magic to help with Beppi's clown act, trying to make the cups laugh. Beppi tried using his balloon animal tricks while Gwen used the magic inkwell to make them come to life, thus impressing the cups.
For another trick, Beppi gets in a roller coaster and Gwen magically makes a track made of magic, doing a loop-de-loop along with a few other tricks. Cuphead and Mugman applaud Beppi and Gwen, making Beppi smile and hands out two flowers to the cups. But the flowers magically squirt water at the cups, making Beppi laugh hysterically.
"So, what do you think Beppi? Think this'll impress your boss?" Gwen nervously asked.
"That…was…AWESOME!" Beppi exclaimed as he inflated himself and blew air, making him fly all over the area.
When Beppi comes down, he transformed into his regular self and said to Gwen,
"You are gonna make this the best show ever! I can't thank you enough for all your help!"
Gwen is touched by Beppi's compliment but was still struggling to overcome her fear.
"Hey, you know you should do if you're still afraid?" Beppi asked.
"No, what?" Gwen asked.
"You should remember, circus clowns ain't gonna hurt you. A clown's purpose is to make people laugh." Beppi advised her.
"Well, the clown who scared me in my childhood with a creepy smile then he popped a red balloon in my face, making me afraid of clowns ever since." Gwen explained her past.
"Oh. Sorry, that happened." Beppi said.
"It's fine." Gwen said.
"Hmm, I don't think that was supposed to happen. You see, clowns give balloons to children, not scare them. I give balloons to children all the time and I see all the smiles from them." Beppi explained.
"I guess I never thought of that." Gwen said.
"So, are you ready to bring smiles to the audience?" Beppi asked.
Gwen nodded.
"Perfect! It's showtime!" Beppi happily said.
That evening, people were arriving for the circus. Among the crowd was the Devil's self-proclaimed number one King Dice.
"Huh, that washed-up clown's at it again? This outta be interesting." King Dice said, noticing Beppi on the poster.
He takes his seat in the audience as the drums began to play, thus starting the show. Cuphead and Mugman are sitting in the front row, eager to watch. The ringmaster welcomes everyone to the show. The first few acts performed which consisted of animals, flying trapeze, tightrope walking, cannonball and acrobats.
It was time for the grand finale: Beppi the Clown. Beppi makes a hilarious entrance in a bumper car only for him to crash and fly out and landed face down in a coconut cream pie, making the audience laugh. Beppi gets up, slurps the pie off his face and greeted,
"Hey everybody! Do you know what you get when you boil a clown? LAUGHING STOCK!" Beppi laughed crazily as the audience laughed.
"You know, my wife dated a clown before we started going out. Boy I had some… BIG SHOES TO FILL!" Beppi joked and laughed.
"Now seriously folks, I've got a special treat for all you tonight! I have an assistant helping me out this time! Please welcome tonight's guest: Gwendolyn Mae Emmons!" Beppi announced as Gwen walked into the ring and waved to everybody applauding her.
King Dice is shocked that Beppi hired Gwen to help him with his act.
"That human girl again!" King Dice exclaimed.
He thought for a moment, then smiled evilly after getting an idea. He sneaks away to carry out his next evil plan.
Beppi gets started with his balloon act as Gwen magically made a machine to inflate his head as he made his balloon animals come to life and fly out to the children as each child grabs a balloon.
King Dice hides behind a curtain and prepares to sneak up on Gwen, unaware Gwen caught a glimpse of him earlier. So, she magically creates two red balloons and sent them towards King Dice's hiding spot. Within a few seconds…. BOOM!
The two balloons exploded like bombs, burning King Dice. He grumbled out of anger while the audience applauded then Beppi moved on to the next act.
Beppi gets on a Charlie Horse from a carousel ride and the horse spits out magical horseshoes, and they flowed around the audience, wowing them. Gwen makes the Charlie Horse fly around the circus tent.
Meanwhile, King Dice tries another tactic. He steals one of the elephants and attempts to use it to snatch Gwen up in its trunk. But Gwen had another trick up her sleeve. She magically makes a windup toy mouse, activates it and releases it at the elephant without anyone noticing. The elephant shrieks in horror, then used its trunk to snatch King Dice and used him to attempt to swat the mouse until the elephant finally ran away.
King Dice badly injured once again grumbled in anger as the audience applauded Beppi and Gwen for the Charlie Horse act.
For the final act, Gwen magically turns Beppi into a chair swing ride. He activates the swings as a group of four miniature green penguin clowns pop out of his mouth and each juggle baseballs.
King Dice gets fed up and tries one last tactic. He grabs a large net and prepares to swipe Gwen. She secretly takes notice and quickly gets an idea. She whispered her idea to the penguin clowns and all nod in agreement.
They continue their juggling baseballs until they hurl all of them at King Dice, knocking him over and cracking his dice head, making Gwen snicker. The audience cheers as Beppi took his bow, finally winning the audience over all thanks to Gwen.
"Thank you for coming ladies and gentlemen! Good night!" Beppi announced as he and Gwen leave to head back to the dressing rooms. Gwen remembered King Dice and goes up to him, badly injured. She leaned down to him.
"Th-th-th that's all, King Dice!" Gwen taunted and laughed then she walked away.
King Dice weakly gets up and leaves the circus tent. Just then, a puff of smoke appeared, and the Devil appeared right in front of King Dice, to his horror.
"There you are Dice! What were you doing at this dumb circus?!" The Devil scolded.
"I, uh… I was trying to… uh…" King Dice nervously tried to explain.
"SILENCE!" The Devil roared and blew fire around them.
King Dice shivered in fear.
"You were trying to catch my beautiful flower again! Weren't you?!" The Devil yelled, figuring it out.
"Well, yeah but she is too clever! She gets harder to catch every time!" King Dice fearfully explained.
"You failed me once again! You know what that means!" The Devil yelled.
King Dice gulped.
"Oh no…" King Dice said nervously.
"Oh yes! Sanitation duty!" The Devil yelled the punishment.
The Devil tapped his pitchfork and both him and King Dice disappeared back to Hell. He magically dressed King Dice in a French maid outfit and sent him to start his sanitation duties.
The Devil groaned and said,
"If you want something done right, you got to do it yourself!"
The Devil tapped his pitchfork and disappeared back to the circus. But before he could try to kidnap Gwen, he hears a familiar voice nasally clear his throat.
"Excuse me!"
The Devil cringed and turned around to see Stickler.
"Stickler! Can't you see I'm busy?!" The Devil scolded.
"I need to remind you that you have that appointment with your therapist in 5 minutes. You need to do something with your obsession of kidnapping that human to marry her." Stickler reminded him.
The Devil groaned in agony.
"I don't wanna!" The Devil whined.
"We insist you get the help you need to overcome your obsession. Now, come along." Stickler insisted.
"Ugh! Fine! I'll just come back later!" The Devil groaned.
"You will do no such thing." Stickler reminded him.
The Devil whined as he joined Stickler in the elevator and disappeared back to Hell.
Cuphead peeks out from behind a curtain.
"Hello?" Cuphead asked looking around.
"Eh." Cuphead thinks nobody was there and goes back.
Gwen and the cups were with Beppi about to say goodbye.
"Well, Beppi. I guess it didn't take too long for you to keep your job!" Cuphead complimented.
"Yeah, you're back in showbusiness!" Mugman added.
"I have you cups and Gwen to thank for all of this! Now, I can make anybody crack up!" Beppi said happily.
Gwen smiled, no longer afraid of Beppi or any clown. She gives him a nice hug, as Beppi blushed. Then, he hugs her back, feeling proud of her not being afraid of him anymore.
After hugging, Beppi gives Gwen a present. Gwen was unsure until Beppi said,
"Oh, don't worry it's no prank. Go ahead, open it."
Gwen opens the present and Gwen pulled out a colorful box with a spinning handle on the side.
"Oh, is this one of those…?" Gwen was about to ask until Cuphead blurted out,
"Jack-in-the-box?"
"Oh yeah, they play that annoying song and Jack pops out!" Mugman explained.
"This Jack-in-the-box is different. Go ahead, try him out." Beppi encouraged.
Gwen took a deep breath and turned the Jack-in-the-box to the tune 'Pop Goes the Weasel' until finally, a clown with a spring for a body popped out and yelled,
"SURPRISE!"
Both cups faint after screaming except for Gwen who was only a little startled.
"Don't worry Gwen. He won't hurt you. He's just love surprising people. He'd even make a great booby trap for any enemies of yours." Beppi explained.
Gwen thought for a moment and got an idea.
"Could he be on guard and surprise a certain… pitchfork-wielding demon?" Gwen asked Beppi.
"Anybody at all! He'd be like a night security guard for you if you want!" Beppi said excitedly.
Gwen looked at Jack-in-the-box as he smiled at her.
"Well, I guess he'll make a good edition to my security team." Gwen said.
The Jack-in-the-box squeaked and jumped for joy.
"Yay!" The Jack-in-the-box cheered.
Gwen picked up the Jack-in-the-box and leaves with the cups to go back home. Gwen and the cups get ready for bed. She places her new Jack-in-the-box by her bed and puts on her invisible sweater.
"Now, if the Devil appears in my room, you will be the first to know and really scare him." Gwen instructed.
Jack-in-the-box nodded happily and went back into his box, preparing himself. Gwen smiled then Cerulean Bolt flew around Gwen, happy to see her. Then, Gwen petted her butterfly and potted flower good night and went to sleep as Cerulean Bolt laid on her bed asleep.
Meanwhile, back in Hell, the Devil is laying on a couch with an imp in a chair wearing classes and holding a clipboard.
"I tell you she's a mere human! Humans are so easy to kidnap but not like her! It was so easy the night we met, and I brought her here. That dungeon cell should've been able to hold her but no! How was I to know she used the 'bobby pin to unlock the door' trick?" The Devil told his story of his first encounter with Gwen.
"I see. Tell me Mr. Devil, do you even love this human for who she is on the inside?" The imp therapist asked.
"Well, she's eluded me lots of times. But overtime, on the two dates we had together, we did connect for a while. We even shared a kiss." The Devil admitted.
"Yes, but remember you were just faking it on that first date? You really broke her heart that night. You should've taken her advice on letting her and the cup go and be friends. And the only reason she kissed you was because she lost a bet on Christmas morning. And you tried to kiss her again on her birthday until she slapped you really hard." The therapist recapped those memories.
"Ugh, don't remind me." The Devil cringed at that memory.
"Every time you try to kidnap her or blackmail her with kidnapping a loved one, her hatred for you grows stronger. She grows stronger with the magic inkwell. So, you need to give her space and let her live her life. You need to try to live your own life with collecting souls and doing the things you love. You are the Devil after all." The therapist advised.
The Devil thought for a moment.
"You know what? You're right. Maybe I should try. Because every time I fail to kidnap her, the harder my injuries are. You are good." The Devil said, complimenting the therapist.
"Alright then, same time next week? That'll be $500 please." The therapist said.
"What?! No freaking way!" The Devil yelled.
"It's in the policy of Stickler's book, remember?" The therapist pointed out.
The Devil groaned, then he magically made five $100 bills appear in his hand and gives it to the therapist. The Devil leaves the office to go resume his duties. But not before deciding to try one more attempt to kidnap Gwen. He tapped his pitchfork and disappeared.
He appears in her room and notices Gwen was asleep in bed. He prepares to lift her up in his arms until he hears the tune 'Pop Goes the Weasel' playing. The Devil looked down and saw the colorful box cranking the melody on its own.
"What the heck is this?" The Devil asked as he prepared to touch the box.
But before he knew it, the Jack-in-the-box made an exploding sound and blew confetti and firecrackers.
"SURPRISE DEVIL!" Jack-in-the-box yelled in a high-pitched squeaky voice.
The Devil gasped in shock, thus startling Gwen and Cerulean Bolt awake.
Gwen got her ink pen and fired her lightning attack at the Devil, electrocuting him severely.
"Well, that's new." The Devil groaned in pain as Cerulean Bolt slapped his face with his tassel hand.
"Yes, it is new. Now get out!" Gwen yelled as she prepared to attack again.
The Devil groaned and facepalmed. Then, he tapped his pitchfork and disappeared back to Hell to get treatment for his injuries.
Gwen sighed of relief. Then, she looked down at Jack-in-the-box and smiled.
"Good job! You really scared him!" Gwen complimented.
Jack-in-the-box laughed goofily as he gave her a thumbs up gesture. Then, he goes back into his box, resetting himself. Gwen looked at Cerulean Bolt.
"You too buddy. You really gave it to him good." Gwen complimented.
Cerulean Bolt snuggled against Gwen's head, then laid back on her bed, going back to sleep. Gwen goes back to sleep, feeling blessed she has friends looking out for her.
Back in Hell, the Devil is once again back in the ER receiving treatment for his injuries with Henchman and Stickler watching.
"Tsk, tsk, tsk. You just had to try to kidnap her again, didn't you?" Henchman asked disappointedly.
"I tried to tell him." Stickler said to Henchman.
"Oh, do shut up… OW!" The Devil yelled until he cried in pain and laid back in the hospital bed.
Both Henchman and Stickler shook their heads in disappointment.
Back in Gwen's room, Gwen sleeps peacefully, knowing there was hope for her to finally be free from the Devil pursuing her.
