Attack of the Clowns / Complete and Utter Chaos

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Attack of the Clowns / Complete and Utter Chaos is the 36th episode of The Grim Adventures of Billy and Mandy. It first aired October 22, 2004 on Cartoon Network.

1 Attack of the Clowns
2 Complete and Utter Chaos
- 2.1 Plot
- 2.2 Trivia and Notes
3 Guest stars

[edit] Attack of the Clowns

[edit] Plot

Destroy us all! scene.

Billy has an irrational fear of clowns. He surrounds himself with tangelos (claiming that they interfere with a clowns equilibrium) in an attempt to be protected from the clowns. Mandy will not stand for such fears, so she decides to cure him in her typical way: by force. She commands Grim to bring a paper clown head to life so it could entertain Billy, but that doesn't work (Grim accused the Underworld Accounting). Then they try the plan B: they come to Billy's house in clown costumes trying to entertain Billy themselves. But when he sees them, he just starts running away in terror. They go searching for him and finally find him in a beauty salon. They again try to entertain him, but they every attempt backfires.

Eventually, Grim grabs Billy and starts shaking him violently and yelling, "Stop being afraid of clowns, you ninny! Stop it!" At the breaking point, Billy receives help from his imaginary "Inner Frat Boy". He tells Billy clowns aren't scary - just different - and that he shouldn't be afraid, he should be angry stating "How dare they be different! What, is my way of life not good enough for 'em?!". Billy takes his words and when he wakes up, he starts attacking anything clown-like. He snatches Grim's scythe and attacks Mandy and Grim (who are still in their clown costumes). Grim and Mandy, trying to get rid of the costumes, pass them on Irwin and continue to retreat.

After Billy finishes with Irwin, he meets Grim and Mandy (who aren't wearing their clown costumes anymore) back in their neighborhood, and tells them about "those stinkin' putrid dirty clowns [he] finished up!" After they conclude that Billy has finally conquered his fear, they all go for Ice Cream Sundae. But at the doorsteps, they realize that the paper clown head did come to life. However, it didn't want to entertain anyone; it had became an awful monster and it eats Grim, Billy and Mandy. In the clown's latex body, Billy, Mandy and Grim all agree that clowns are nothing but ultimate evil.

[edit] Annie Award

Shaun Cashman and Phil Cummings won the 32nd annual Annie Award in the category of Directing in an Animated Television Production for their work on the episode Attack of the Clowns[1].

[edit] Trivia and Notes

The "Destroy us all" scene's audio is used on the [www.shnissugah.com Shnissugah website], though without the "I'll have the chicken" line.
The line "Clowns hate tangelos" was used on Cartoon Network's promotion billboards. [2]
The paper clown monster ate Milkshakes, Billy's cat, in the middle of the episode. In the ending scene, when Billy, Grim and Mandy are at the door and monster is about to eat them, Milkshakes isn't in clown's plastic body. In the next, last, scene, Milkshakes, together with eaten Billy, Mandy and Grim, is in it.
When Grim attempts to bring the clown's head to life, he chants the strophe: "Ma ma se, ma ma sa, ma ma coo sa". This is a referentce to Michael Jackson's song Wanna be starting something.
The title is a reference to Star Wars Episode II: Attack of the Clones.
Before Grim lost the game of limbo, he had a chariot of 400 burning horses.
In the episode, Smarten Up, Billy didn't seem to be scared of clowns, but in Attack of the Clowns Billy has a fear of clowns.
In the middle of Billy's screaming, at the lunchline, he normally says, "I'll take the chicken," and continues screaming.
In the scene where Billy is hiding behind the trash can if you look up it has a sign that says, "Stay in school or else" and shows a person in a purple shirt and orange hair looks just like Glen/Glenda from Seed of Chucky.
The end credits of the episode featues billy screaming "DESTROY US ALL!" again, but with the normal end credit visuals.
Billy says "DESTROY US ALL!" a total of 41 times in the entire show.
Billy screams "DESTROY US ALL!" in Billy & Mandy's Big Boogey Adventure (although it was the Billy-Bot who said it), Giant Billy & Mandy All-Out Attack (once), and in the ending credits of the videogame and stops saying it if the player hits him.
We find out the list classes Billy has for school when he keeps on repeating "Destroy us all":

1st period: Math Class
2nd period: Life Science
3rd period: Recess
4th period: Lunch
5th period: P.E.

[edit] Complete and Utter Chaos

[edit] Plot

Eris appears - she says that she has given up on chaos and gives Grim the powerful Apple of Discord. Grim must keep it safe, and he puts the Apple in his trunk. But when he leaves the basement, the apple escapes. The next day Billy finds it, thinking that it is a "magic banana". When Grim and Mandy see it, they all start fighting over the apple. Their fight creates what Eris wanted in the first place - chaos.

[edit] Trivia and Notes

When Eris gives Grim the Apple of Discord, she says "Keep it secret, keep it safe" - this is a reference to The Lord of the Rings. Also, when Mandy contemplates using the Apple to rule all chaos, she emulates Galadriel when Frodo offers her the ring.
Running gag: Billy thinks that the Apple of Discord is a "magic banana."
Unexisting episode Billy gets Dumber is announced before Complete and Utter Chaos. After few seconds it is replaced with the real episode. The front page for Billy Gets Dumber is sucked up like a blanket into the Apple of Discord and Eris whistles the rest of the front-page-theme-song in the corner of the all-white screen.
Comcast referred "Complete and Utter Chaos" as "Billy gets Dumber" for some time, but it was later changed
The creature that Grim is turned into when Billy and Mandy shoot him with the Apple for the first time is identical to a creature Daffy Duck became in a famous Looney Tunes short called Duck Amuck. He even says "You're despicable!", Daffy's catchphrase.
During the beginning of the episode, Eris opens the front door and says, "Guess what? Chickenbutt!" which is a direct reference to a scene on Space Ghost Coast to Coast when Brak kept saying that to Space Ghost.