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Circus of Fear
Circus of Fear Title Card.png
Series The Grim Adventures of Billy & Mandy
Season 3
Production code 313
Writer Gord Zajac
Rich Chidlaw
Broadcast information
Cartoon Network US Premiere July 16, 2004
Paired with Nigel Planter and the Chamber Pot of Secrets
Chronological information
Nigel Planter and the Chamber Pot of Secrets
Bully Boogie

Circus of Fear is the 13th episode from season 3 of The Grim Adventures of Billy & Mandy.


Billy and Mandy are bored — so bored that Billy's making holes in the wall with a hammer. To keep them from being bored (and from knocking more holes in the wall), Grim takes the them to the underworld to see a circus owned by Dr. Fear. At the show there are several acts, but the greatest of all is Clortho, the beastmaster. After the show, Clortho complains about how the circus isn't making enough money, and he blames it on not having good enough freaks (when it's really because of the overpriced tickets). When he sees Billy and Mandy, he realizes that if there were real humans in his circus (being in the underworld), more people would go to the circus.

He asks Grim to sell the children to him; Grim refuses and goes back to the human world along with Billy and Mandy. Clortho then reveals to the audience that he's really Dr. Fear. Later, Dr. Fear captures the kids and takes them to the underworld. At first, Grim is happy to be free of the kids, but then Billy's mother threatens Grim, forcing him to go save the kids. Grim successfully gets into the show, but decides to wait until the kids perform their act, saying that it's time they entertain him for once.

Mandy breaks free and defeats Clortho. With a whip, Mandy whacks off Clortho's mask, revealing him to be Dr. Fear, but Mandy whacks off two more masks, which are of Billy's mother and Eris, and finally reveals that Dr. Fear was an earthworm. Billy is confused and wonders how Mandy knew Dr. Fear was an earthworm. Mandy tells Billy that if he had paid any attention at all, then he would have known that Dr. Fear was an earthworm the whole time.


  • Story by: Gord Zajac, Rich Chidlaw
  • Storyboard by: Rich Chidlaw
  • Art direction: Rae McCarson
  • Directed by: Brian Sheesley


Circus of Fear/Transcript