Uniqua, Pablo, and Austin tumble onscreen. Uniqua and Austin are sporting red clown noses, while Pablo is wearing a large propeller hat. They introduce themselves as a group of performers called the Best Clowns in Town. The trio sings "Best Clowns in Town". Uniqua explains to the others that they need a circus to perform with.
The backyard transforms into a grassy area in which a train station is located. The clowns search for a circus to perform with. They hear a ringmaster shout that Tyrone's Terrific Traveling Circus is leaving the town to travel to Big City. The clowns run over to his train and ask if they could be in his circus. The ringmaster, Tyrone, does not accept because he does not like clowns.
The clowns try to convince Tyrone by singing "That's Not Funny" and doing tricks. Tyrone angrily denies their request as the circus train leaves. The clowns chase after it, but they forget Tyrone. So they run back to Tyrone, but Tyrone walks to the edge of the station as the train goes away. He walks back madly and screams "CLOWNS!" as the camera zooms out. His scream echoes through the entire world. The ringmaster angrily tells them off for making him miss his train, and that he will not be able to lead the circus because of them, making him scream "CLOWNS!" again.
The clowns decide to help Tyrone, so they show him an extremely small clown car, about half the size of one of the characters. Tyrone tells them that he cannot fit in the car, but the clowns pick him up and stuff all of their bodies into the very small car. Austin drives the car as Tyrone looks out the sunroof. Tyrone screams "CLOWNS!" again. Uniqua and Pablo look out the side windows as they run into a barn. The clowns bounce out happily and Tyrone walks out covered with chicken feathers. Austin brushes him and honks his horn, making Tyrone scream "CLOWNS!" again.
Uniqua rides on a unicycle while telling a joke to Pablo to cheer Tyrone up, but it does not work. Austin honks his horn to show Uniqua that there is a canyon leading to the train station. They tightrope walk across it and Uniqua holds everyone on her unicycle. She does tricks and spins around, scaring Tyrone. Tyrone screams "CLOWNS!" again.
They get across and Tyrone runs to the train station, where the train is located. He is about to get on when the clowns express their desire to say goodbye. "Well, all right," Tyrone says, "just a quick one." The clowns hug Tyrone, but the train leaves without Tyrone again. Tyrone chases after it, but he is too late. He walks back madly and Austin tries to cheer him up with a flower. The flower falls down. "Let me guess. Clowns?" Pablo asks. "Yep," Tyrone replies, and screams "CLOWNS!" one more time.
Tyrone tells the clowns that he gives up, but the clowns persuade him into trying again by singing "The Show Must Go On". Then they notice Big City, but it's so far away. Uniqua gets a cannon and tells the three others that they will shoot to Big City, where the circus is. Tyrone tries to walk away, but the clowns stuff him into the cannon. They shoot up into the sky and Uniqua tells them to open umbrellas for a soft landing. Tyrone does not have an umbrella and screams at the top of his lungs as he falls. Uniqua catches him and throws him to Pablo, who throws him to Uniqua again.
Tyrone tells the clowns that he had a great time and that the clowns can be the featured act in the circus. The clowns are surprised, but they accept and enter the circus tent. The performances start as the four sing "At the Circus". Austin's stomach growls. Uniqua asks the others if the sound is coming from a lion. Pablo tells her that it is just Austin's stomach. Tyrone tells the circus's unseen audience that a brief intermission will be held while the performers have a snack. Austin suggests having popcorn. The clowns and Ringmaster Tyrone gasp in surprise as Uniqua says "Austin, you spoke!" Austin then tells them that he's hungry, so he had to say something. They laugh and go back to the yard as the circus transforms back into the yard. The cast sings the end song and enters Pablo's house for a snack. Austin opens the previously closed door and blows his clown horn.