Dean and Elena approaches Sam. "What took you so long?" Sam Says

"Long story." Dean Says

"Mommy, look at the clown!" The little girl says, Dean, Sam and Elena both look over to see a little girl pointing at something.

"What Clown ?" The Mom Says, They look to where the little girl is pointing, but don't see anything

"Come on, sweetie, come on." The Mom Says as the family leaves, All Three of them share a look

___________________________________
FAMILY'S HOUSE

Sam, Dean and Elena are on stakeout outside the family's home.

"Dean, I cannot believe you told Papazian about the homicidal phantom clown." Sam Says

"I told him an urban legend about a homicidal phantom clown. I never said it was real." Dean Says as he pulls a gun and cocks it. Elena grabs at it, pushing Dean's hands down.

"Keep that down!" Elena Says

"Oh, and get this. I mentioned the Bunker Brother's Circus in '81 and their, uh, evil clown apocalypse? Guess what." Dean Says

"What ?" Dean Says

"Before Mr. Cooper owned Cooper Carnival, he worked for Bunker Brothers. He was their lot manage" Dean Says

"So you think whatever the spirit's attached to, Cooper just brought it with him?" Elena Says

"Something like that. Dean Shakes his head, sighs.I can't believe we keep talking about clowns." Dean Says

"I know right" Sam Says

LATER ON

Dean and Sam is dozing off as a light goes on in the dining room. Elena shakes them awake. Inside, the little girl goes to the front door, where the phantom clown is waiting.

"Wanna come in and play?" The Little girl says as The clown nods, takes her hand and is led inside

___________________________________
FAMILY'S HOUSE

As the girl leads the clown down the hallway, Dean, Sam and Elena are already hiding in wait, weapons ready.

"Wanna see Mommy and Daddy? They're upstairs." The Little girl says, Sam leaps out and grabs the girl, who starts screaming, as Elena and Dean shoots the clown in the chest. It falls on its back, then gets up as Dean is cocking the shotgun again

"Sam, watch out!" Dean Says, The clown leaps out the window, turning invisible as it runs away. The parents come rushing out.

"What's going on here? Get away from my--" The Dad Says

"Oh my god, what are you doing to my daughter?!"

"Mommy, Daddy, they shot my clown!" The Little girl says

"Who the hell are you? Get out! Get out of my house!" The Dad says, As Dean and Sam leave the girl and run away terribly fast Elena Stops

"ELENA COME ON!" Dean Shouts

"Corpore intin, comsera en praterum." Elena Says the spell and points her hand to the family then runs to the van

"Elena What Did You Do" Sam Says

"Just Drive Okay" Elena Says

__________________________________
BACKROAD

Dean have parked the minivan off the side of a road and they are digging out their belongings - including the license plates.

"A Memory Spell ?" Dean Says

"Yeah, Look I panicked okay it's not like I erased their entire memories just the ones of us" Elena says

"Yeah But The Father Still Saw Us" Dean Says

"Sorry My Bad Then, I'll run faster next time " Elena says as she gets her Bag

"No no Lena it's okay, You really think they saw our plates?" Sam Says

"I don't wanna take the chance. Besides, I hate this friggin' thing anyway." Dean Says as he closes the Car door, they start walking down the road

"Well, one thing's for sure." Dean Says

"What's that" Sam Says

"We're not dealing with a spirit. I mean, that rock salt hit something solid." Dean says

"Yeah, a person? Or maybe a creature that can make itself invisible?" Elena Says

"Yeah, and dresses up like a clown for kicks? Did it say anything in Dad's journal?" Dean Asks

"Nope" Sam says as he clears his throat, and pulls out his cellphone

"Who are you calling?" Dean Asks

"Maybe Ellen or that guy Ash'll know something. Hey, you think, uh, you think Dad and Ellen ever had a thing?" Sam Says

"No Way." Dean Says

"Then why didn't he tell us about her ?" Sam Says

"I don't know, maybe they had some sort of falling out." Dean Says

"Yeah. You ever notice Dad had a falling out with just about everybody?, Dean nods casually,Sam lowers the phone. Well, don't get all maudlin on me, man." Sam Says

"What do you mean?" Dean Says

"mean this "strong silent" thing of yours, it's crap." Sam Says

"Oh, god" Dean Says

"I'm over it. This isn't just anyone we're talking about, this is Dad. I know how you felt about the man." Sam Says

"You know what, back off, all right? Just because I'm not caring and sharing like you want me to."

"Come on guys please " Elena Says

"No, no, no, Elena because that's not what this is about, Dean. I don't care how you deal with this. But you have to deal with it, man. Listen, I'm your brother, all right? I just want to make sure you're okay." Sam Says

"Dude, I'm okay. I'm okay, okay? I swear, the next person who asks me if I'm okay, I'm gonna start throwing punches. These are your issues, quit dumping them on me!

"What are you talking about?" Sam Asks

"I just think it's really interesting, this sudden obedience you have to Dad. It's like, oh, what would Dad want me to do? Sam, you spent your entire life slugging it out with that man. I mean, hell, you, you picked a fight with him the last time you ever saw him. And now that he's dead, now you want to make it right? Well, I'm sorry Sam, but you can't, it's too little, too late." Dean Says

"Why are you saying this to me?" Sam Says

"Because I want you to be honest with yourself about this. I'm dealing with Dad's death! Are you?" Dean Says

Sam swallows, looks upset. "I'm going to call Ellen." Sam Says as he walks off, Elena looks at Dean with an annoyed face

"What" Dean says

"Nothin" Elena says as she continues to walk down the road

LATER ON
FUTHER DOWN THE ROAD

"Ughh How Long Have we've been walking my feet are killing me" Elena wines

"Oh come on it hasn't been that long" Dean Says

"Are your feet slowly burning from the pain of walking" Elena says

"When We get back to Bobby's I'll massage your feet" Dean says

"Yeah right your not touching my feet" Elena says

"Thanks a lot., That was Ellen it's a Rakshasa" Sam says to Dean and Elena

"Whats that" Dean Asks

"Ellen's best guess. It's a race of ancient Hindu creatures. They appear in human form, they feed on human flesh, they can make themselves invisible, and they cannot enter a home without first being invited."

"So they dress up like clowns, and the children invite 'em in" Dean Says

"Yeah" Sam Says

"That's just disturbing" Elena Says

"Why don't they just munch on the kids?" Dean Asks

"No idea. Not enough meat on the bones, maybe?" Sam Says

"What else'd you find out?" Elena Asks

"Well, apparently, Rakshasas live in squalor. They sleep on a bed of dead insects." Sam Says

"Nice" Dean Says

"Yeah, and they have to feed a few times every twenty or thirty years. Slow metabolism, I guess."
Sam Says

"Well, that makes sense. I mean, the Carnival today, the Bunker Brothers in '81" Dean Says

"Right. Probably more before that." Sam Says

"Hey Sam, who do we know that worked both shows?" Dean Asks

"Cooper?" Sam Says

"Cooper." Dean Says

"You know, that picture of his father, that looked just like him." Elena Says

"You think maybe it was him?" Dean Asks

"Well, who knows how old he is?" Sam Says

"Ellen say how to kill him?" Dean Asks

"Legend goes, a dagger made of pure brass." Sam Says

"I think I know where to get one of those." Elena says

"Well, before we go stabbing things into Cooper, we're going to want to make damn sure it's him" Sam Says

"Oh, you're such a stickler for details, Sammy. (They all smile at each other.) All right, I'll round up the blade, you go check if Cooper's got bedbugs." Dean Says

__________________________________
CARNIVAL

Sam picks the lock on Cooper's trailer and goes inside. Elsewhere, the Blind Man is leading Dean and Elena to his trailer.

"Well, I've got all kinds of knives. I don't know if I've got a brass one, though." The Blind Man Says

In Cooper's trailer, Sam pulls out a pocket knife and starts slicing open the mattress. A shotgun cocks behind him, Cooper is there, pointing the gun at him.

"What do you think you're doing?" Cooper Asks

In The Blind Man's trailer, he leads Dean and Elena  in and taps a trunk with his cane. "Check the trunk",
Dean opens the trunk and finds a red clown wig. He and Elena pauses, he stands as the both turn around.

"You?" Dean Says, As The Blind man drops his cane, pulls off his glasses; his eyes look normal. Me. His eyes get cloudy, his face begins to melt. He waves, then his face disappears, cheshire-cat style with his eyes glowing last.

Dean and Elena struggles with the door in The Blind  Man's trailer, trying to get out. A knife flies past their  heads to bury in the door. Dean jumps. Another lands with a thunk a little higher.

"All right!!" Dean Yells

"This Door won't friggin open" Elena says struggling with the doorknob

"How about I kick it" Dean Says

"Or I have a better Idea, Move Back" Elena says as she uses her telekinesis to open the door

"Thanks Lena" Dean Says

"No problem" Elena says, They manages to get the door open and books it out of there, tumbling. Outside, Sam sees them.

"Hey!" Sam Says

"Hey." Dean says

"So, Cooper thinks I'm a Peeping Tom, but it's not him." Sam Says

"Yeah, so we gathered. It's the blind guy. He's here somewhere." Dean Says

"Well, did you get the-" Sam Says

"The brass blades? No. No, it's just been one of those days." Elena Says

"I got an idea. Come on." Sam says, They enter the funhouse; as they go through, a door slams between them. They struggle to open it.

"Sam, Elena!" Dean Yells

"Dean! Dean, find the maze, okay?" Sam Says

"Sam What are going to do?" Elena Asks, Sam finds a pipe organ, which is giving off steam. He grabs for one of the pipes, but it's too hot.

"Gah! SAM says, flinching from the heat."

"You Okay" Elena Asks

"Yeah but help me pull this off okay" Sam Says

"Okay" Elena says as they start pulling off a pipe. Dean comes around the corner.

"Hey" Dean Says

"Hey, Where Is it ?" Sam Asks

"I don't know, I mean, shouldn't we see its clothes walking around?" Dean says as a knife flies past Him, pinning his sleeve to the wall. Another one pins his wrist."

"Dean!" Elena Says

"Guys!" Dean Says

Sam and Elena finally pulls the pipe all the way off and they walk forward slowly.

"Elena Look out okay" Sam Says

"I Will" Elena says A knife flies past her head,She dodges.

"Oh God" Elena says

"Dean where is he" Sam says

"I don't know" Dean Says , as he reaches up and pulls a lever; more steam pours from the pipe organ, giving a vague shape to the invisible attacker, which Dean sees. The Creature Grabs Elena by the throat

"Elena!" Sam Says

"Sam, behind you! Behind you" Dean Says, As Sam stabs the pipe in the creatures back . The creature let's Elena go, Sam steps back and sees the pipe buried in the still-invisible creature, blood pouring from the wound. Dean manages to free himself. Sam goes over to aid Elena, They look to where it's fallen and see only empty clothes and a bloody pipe.

"I hate funhouses." Dean says as the all nod in agreement

___________________________________
ROADHOUSE

Dean, Sam and Elena are sitting at the bar, Ellen lays down a couple of beers.

"You guys did a hell of a job. Your dad'd be proud." Ellen says

"Thanks" Sam Says, Jo, sitting down on the other side of Dean, gives Sam & Elena a look.

"Oh yeah, um, I've gotta... uh, uh, I've gotta go. Over there. Right now" Sam Says

"You know what I'll join you Sammy" Elena Says

"So" Jo says as she clears her throat

"So" Dean Says

"Am I gonna see you again?" Jo Asks

"Do you want to" Dean says

"I wouldn't hate it." Jo says

"Hmm. Can I be honest with you? See, normally I'd be hitting on you so fast it'd make your head spin. But, uh, these days... I don't know." Dean Says

"Wrong place, wrong time?" Jo says as she says, pointing at her mom

"Yeah." Dean Says

"It's okay, I get it." Jo says, The back door opens and Ash enters, carrying the folder and a bizarre looking laptop.

"Where you guys been? Been waitin' for ya especially you Elena" Ash says as he winks at Elena

"We were working a job, Ash. Clowns?" Sam Says

"Clowns? What the --" Ash says

"You got something for us Ash" Dean says

Ash sets the laptop down on a table. It looks homemade, with exposed wiring. "Did you find the demon?" Sam Asks

"It's nowhere around. At least, nowhere I can find. But if this fugly bastard raises his head, I'll know. I mean, I'm on it like Divine on dog dookie." Ash says

"What do you mean?" Elena Asks

"I mean, any of those signs or omens appear, anywhere in the world, my rig'll go off. Like a fire alarm." Ash says, Dean reaches for the laptop.

"Do you mind" Dean Asks

"Ash gives him a look. Dean pulls his hand back from the keyboard. Yeah." He Says

"Ash, where did you learn to do all this?" Sam Asks

"M.I.T. Before I got bounced for... fighting." Ash says

" M.I.T you went there" Elena says shockingly

"Yeah I sure did are you impressed" Ash Says

"Okay. Give us a call as soon as you know something?" Dean Says

"Si, si, compadre." Ash says, as Dean takes another sip of his beer, then sets it down. Ash picks it up and drinks. Dean, Sam and Elena head for the door.

"Hey, listen -- if you guys need a place to stay I've got a couple beds out back." Ellen Says

"Thanks, but no. There's something I gotta finish." Dean Says

"Okay." Ellen Says

__________________________________
JUNKYARD

Dean is working on the car again, Sam is pacing nearby, "you were right" Sam Says

"About What ?" Dean Says

"About me and Dad. I'm sorry that the last time I was with him I tried to pick a fight. I'm sorry that I spent most of my life angry at him. I mean, for all I know he died thinking that I hate him. So you're right. What I'm doing right now, it's too little. It's too late. His lips tremble. I miss him, man. And I feel guilty as hell. And I'm not all right. Not at all. (Tears form in his eyes. But neither are you. That much I know. I'll let you get back to work" Sam says as he leaves

"Hey You I promise I'll be back home I swear" Elena says on the phone

"You promise" Nathan Says

"Yes I'll be home in a couple hours I'll see you soon babe" Elena says

"Okay Bye" Nathan says as he hangs up, Elena closes her phone then looks over at Dean, he picks up a crowbar and smashes the window of a nearby car. Then he starts slamming it into the trunk of his own car, over and over. It clatters to the ground, and Dean looks after where Sam has gone, lip trembling.
Elena looks him with a Sad face