| Characters | - Professor Moonsock
- Countess Marie
- Krosp
- Agatha
- Abner
- Balthazar
- Master Payne
- Agatha Heterodyne
- Agatha, Krosp, Zeetha
- Crowd
- <Lucrezia, <Klaus
- Agatha, Krosp
- Zeetha, Agatha, Krosp
- Agatha, Zeetha
- Klaus, DuPree, Boris, General Khrizhan, General Zog, General Goomblast
- Pix, Dame Aedith, Professor Moonsock, Agatha, Zeetha, Abner
- Monster Horse Beastie, Stev, André, Aedith, Yeti, Moonsock, Balthazar's dad
- Othar Tryggvassen, play crowd, Agatha, actor, Abner, Countess Marie, Trish, voice from stage
- Mayor, Sergeant Zuli, guards, townsfolk, Rivet, Master Payne, Abner, Agatha, Othar, Krosp
- Bangladesh DuPree, Abner, Pix, Countess, Thundering Engine Woman (circus), Dame Ædith, Lars, Augie, townsfolk
- <Baron Klaus Wulfenbach, <Lucrezia Mongfish
- <Klaus, <Lucrezia
- <Olga, <hick, Countess Marie, Agatha, Krosp
- <Pirates, <Zeetha
- sailor, Boris Dolokhov, Klaus, DuPree, body of Olga
- Agatha, Balthazar, Countess Marie, Master Payne, Pix, Abner, Dame Aedith, other performers, Trish, Balthazar's dad, André
- Dimo, Master Payne, Lars, Maxim, Ognian, Thundering Engine Woman (circus), Agatha
- Maxim, Ognian, Dimo, townsfolk, Sergeant Zuli, Master Payne, Lars
- Lars, Krosp, Agatha, Payne, <cobbler spark, <townsfolk, <Dr. Proni and Olly
- Agatha, Abner, Chef, Pix, Zeetha
- Agatha, Abner, Master Payne, Chef, Krosp
- Agatha, Embi, <Embi
- Agatha, Embi, Payne, Countess, Krosp
- Agatha, Füst, Jenka
- Agatha, Jenka, Füst
- Agatha, Krosp, Balthazar
- Agatha, Maxim, Ognian, Dimo, Jenka, Othar
- Agatha, Othar, voices
- Agatha, Zeetha, Lars, Krosp, Abner, Pix
- Agatha, customer, Yeti, Zeetha, Countiess Marie,
- André, Agatha, Crab clank, Olga
- Balthazar, Agatha, Krosp, Trish Belloptrix
- Bang, Abner, Payne, bystander, Gil
- Countess Marie, Agatha, Embi
- Countess Marie, Agatha/Olga, <Olga, <Andre
- Crab clank
- Crab clank, Agatha, André
- Crab clank, Agatha, André, Olga
- Crab clank, Olga, Agatha, André
- Crab clank, Olga, André, Krosp, Agatha
- Dimo, Ognian, Maxim, Othar, Jenka, guards
- Entire Circus, Agatha, Krosp
- Eotain and Shurdlu, Agatha, Lars
- Füst, Jenka, Maxim, Ognian, Dimo
- Gil, Abner, battle clanks, crab remains
- Gil, Klaus, nurse, other person
- Gil, Moloch von Zinzer, clank
- Gil, Pix, Abner, Bang, <Agatha
- Gil, bystanders , Pix
- Jenka, Füst, Sergeant Zuli, Red Fire, guard
- Jenka, Füst, guards, Agatha
- Klaus, Khrizhan, Zog, Goomblast, body of Olga
- Krosp, Abber, Zeetha, Yeti, Olga, André
- Krosp, Agatha,
- Krosp, Agatha, Balthazar
- Krosp, Agatha, Crab clank, circus members
- Krosp, Dingbot Prime, Agatha
- Lars, Abner, Pix, Payne, Agatha, Zeetha
- Lars, Agatha, <Lars, townsfolk
- Lars, Agatha, Abner, Augie, Yeti
- Lars, Agatha, Geisterdamen Eotain and Shurdlu
- Lars, Agatha, Krosp
- Lars, Krosp, Agatha, Payne, Abner
- Master Payne, crowd
- Monster Horse Beastie, Lars, Payne
- Moonstock, Therm, Payne, Abner, other performers
- Abner, Bang, Gil, Payne, Pix, battle clank, bystanders
- Olga, Agatha, Pix, Rivet, Ollie, Krosp, Mimmoths
- Ollie, Agatha, Rivet
- Payne, Bang, Abner, Gil
- Rivet, Agatha, André
- Rivet, Agatha, André, circus member, Krosp
- Rivet, Agatha, Ollie, Pix, Moonsock, Master Payne
- Soldiers, Sergeant Zuli, Red Fire, Jenka
- Trish, Balthazar, Krosp, Agatha
- Abner, Monster Horse Beastie, Zeetha, Dame Aedith, Chef, Countess Marie, male performer, female performer, Lars, performer in hat
- Zeetha, Monster Horse Beastie
- Abner, Master Payne, Moonsock, Krosp, Rivet, Agatha, other mechanic
- battle clanks, Pix, bystanders , Gil, Bang
- battle clanks, Pix, Gil, Bang, <circus member, <Pix, <Olga, <Agatha, <Crab clank
- Trish, Balthazar, Krosp, Agatha, Abner, Chef, Zeetha, Pix
- Agatha, Lars, turtle, ~Bill Heterodyne, ~Lucrezia Mongfish
- Nurse, Baron Klaus Wulfenbach, Lackya, Gilgamesh Wulfenbach, clank guard
- <Crab clank, <circus members, <Agatha, Pix, Abner, Gil, Bang
- battle clank, Bang, Abner, Gil, remains of Olga/Agatha
- Agatha, Balthazar's dad, Ollie, Balthazar, other circus members, Rivet, Dingbots
- Agatha, Krosp, Abner, Pix, Master Payne, Rivet, Olga
- Olga , <Warrior Queen of Skifander, <explorer, <Zeetha
- Othar, Agatha, Jenka, Füst, Krosp, Maxim, Ognian, Dimo
- battle clank, Bang, Abner, Gil, remains of crab clank
- Lars, Krosp, Agatha, Trish, Fake TEW?, Countess, Chef
- Agatha, Countess, Chef, Zeetha, Yeti, Payne, Augie, Wanda, Fake TEW?, Lars
- Agatha, Zeetha, Dame Aedith, Chef, Olga, Professor Moonsock
- Balthazar, Smilin' Stev, Embi, Agatha, Rivet, André (Circus)
- Wulfenbach military Clanks, Bangladesh DuPree, Gil, Balthazar, Embi, Zeetha, Dame Aedith, André, Abner, Trish Belloptrix, Payne, Yeti, Countess Marie, other performers and crowd members
- Agatha, Thundering Engine Woman, Sergeant Zuli, <Jägers, Maxim
- Abner, Lars, Monster Horse Beastie, Professor Moonsock, Dame Aedith, Pix, Master Payne, Abner
- Monster Horse Beastie, Payne, mechanic, Trish, Smilin' Stev, Balthazar's dad
- André, Countess, Payne, Lars, Monster Horse Beastie
- Maxim, Ognian, Dimo, Thundering Engine Woman, Agatha, Yeti, customer
- Agatha, actor, Lars, Othar, crowd, Abner, Balthazar's dad, actors
- Lars, Agatha, Othar, <Theopholous DuMedd, <Othar
- Countess Marie, Abner, Agatha, Balthazar's dad, Trish, Balthazar, voice from stage
- Pix, Payne. Yeti, other circus members, Countess Marie, Agatha/Olga
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| Actions | - The Monster Horse Beastie attacks Lars. Lars tries to keep it off with a fire brand, but it just eats the flaming wood. Payne shouts Eyes!
- Agatha is worried about the vulnerability of the circus, so she stays up designing defenses that would look like a normal circus but could turn into a Battle Circus.
- Agatha wonders how she can act as Madam Olga. The Countess comes to get Agatha ready for the show.
- Everyone looks up at an armed Wulfenbach airship and thinks "Wulfenbach".
- Zeetha says she will thank Agatha by warrior training, and warns that the problem with the Baron isn't over because Agatha is alive.
- Agatha wants to land in a pond, Krosp in a field. They fight over the controls and land in a field.
- Gil doesn't like the story. Pix asks for a reward, and Gil puts a gun to her head and says she is lying.
- The circus crew tries to find a use for Krosp, and eventually have him picking up horse droppings. Balthazar comes to get Agatha.
- Rivet shows Agatha an amazing collection of tools. Agatha is excited about the tools. When Agatha leaves Rivet complains that the Silverodeon is junk, but André says that Master Payne wants Agatha kept busy .
- Agatha runs under the Crab clank and shoots it from below.
- Gil argues for talking to Agatha, but Klaus insists she come back as a prisoner.
- Everyone runs to the scene. Krosp calls "Agatha". Olga's head is just a skull.
- Agatha gives a few hints about her past. Abner starts to invite her to join the circus, but Pix stops him.
- Othar swings in and kicks Jenka, Krosp distracts Füst, and Agatha runs toward Maxim, Ognian, and Dimo.
- The Jägers give Jenka the choice of running or dieing. She tosses Othar to delay pursuit, but the Jägers don't catch him. Jenka runs out of town, then looks back and the Jägers chase her.
- Balthazar and Smilin' Stev show up with wood as Agatha finishes peeling potatoes for the day. Agatha wonders about milin' Stev's construction and thinks he is more than a simple clank.
- Zeetha surprises Agatha and Krosp. Zeetha apologizes for her outburst, and says she is glad someone else has heard of Skifander.
- Agatha wakes up after the circus has made camp in a new location. Rivet is annoyed because Baba Yaga hasn't broken down and Agatha says she didn't fix it. The last frame shows that the Dingbots fixed Baba Yaga.
- Agatha builds a death ray while Krosp salvages other supplies from the wreckage.
- The Baron is looking at Agatha's locket with pictures of Lucrezia Mongfish and Bill Heterodyne. Gil enters and the Baron scolds him for not reporting Agatha was a Spark. He sends Gil to recover Agatha.
- Bang threatens Abner, and eventually says what she is looking for.
- Agatha tells Othar she is not going to be a hero, then grabs a death ray when shouts and sounds are heard. She opens the tent door and is shocked.
- Flashback narrated Olga: Zeetha taken to pirate fortress. She escapes and kills all the pirates.
- A wagon heads toward Agatha, followed by the crab.
- Agatha leaves. Pix is upset over the bad choices.
- Master Payne explains that sparks don't fit well in villages, but they can easily hide with the circus. Agatha wants to leave, but Lars objects.
- Bang and Gil discuss how to find Agatha.
- The guard sees something approaching the town and tries to organize, but it arrives before the gate is closed.
- The Crab clank reaches for Agatha and circus member with it's claw, and then shoots Olga with it's death ray.
- Embi talks about his age and his voe.
- Everyone stares at the death ray, held by Agatha.
- Payne casts a spell at Monster Horse Beastie. A mechanic and Trish shoot it, but it only grows spikes. Smilin' Stev is ordered to 'destroy' and sprouts a buzz-saw tongue.
- The circus members want details about Agatha and Gil. Zeetha takes Agatha's mind off Gil with more training. Abner and Pix walk off to talk.
- Agatha realizes she missed. Füst crashes a wagon next to her, Jenka smashes Agatha's death ray, then grabs her hand.
- Krosp and Agatha talk.
- Krosp is worried that the circus has no weapons, and wonders how they have survived and what they are hiding from Agatha.
- Lucrezia tells Klaus she is to marry Bill.
- Marie and Agatha talk.
- Master Payne gives an introduction to the show.
- They are introduced to Abner, who guesses they came from Castle Wulfenbach.
- Abner jumps in and starts to tell a different story.
- Outside of town, the Jägers tell Jenka they found a female Heterodyne. She tells them to watch her while she gets instructions.
- Rivet and André show Agatha a smashed calliope to repair. It's a mess, and Agatha doesn't have tools.
- Pix tells a story of Agatha driving the Crab clank toward the circus, but then being killed by it.
- The Crab clank explodes and collapses.
- DuPree says a clank killed Olga . DuPree gives the sigil plate of the clank to Klaus.
- Agatha and Krosp watch the Crab clank attach the circus with claws and a death ray.
- Zeetha wakes Agatha up for training.
- Thundering Engine Woman notices the Jägers are staring at Agatha. They leave and Agatha tries to act as Madame Olga, but is freaked-out by what she hears.
- They find the remains, and identify the clothes and the "ring" Gil gave Agatha. Bang strictly follows the Baron's orders and get a coffin for the remains.
- Lars wants Agatha and her "great big monster-killing gun" to stay with him. She agrees to stay. Abner and Master Payne discuss Agatha's spark and Moxana's new game.
- More circus members attack the Monster Horse Beastie , which only causes it to start breathing fire.
- Abner says Agatha died trying to save the circus. Gil asks to be shown where it happened.
- Krosp complains about the noise of the training and Agatha picks up a stone to kill him. Zeetha returns with Agatha's breakfast and is surprised to see Agatha standing, so she thinks Agatha is ready for more training. Krosp eats Agatha's breakfast.
- The other mechanic offers Agatha a job, but Pix says it isn't a good idea.
- Agatha wakes Krosp to let him know the airship is losing altitude.
- Master Payne explains that Agatha can not join the circus.
- Moloch is in a cage labeled "Castle Heterodyne". He reminds Gil that Gil promised to help him. Gil offers Moloch a poison pill. Moloch is upset, but Gil says that's the best help he can offer and puts the pill in Moloch's pant cuff.
- Payne and Countess Marie discuss Agatha. Maris hopes Agatha will leave them in Mechanicsburg without noticing anything, but they are both worried about Moxana's new game. Krosp overhears the conversation but doesn't understand.
- Lars isn't calm, and Zeetha has a sprained ankle. Several circus members have 'interesting' solutions for their problems.
- Eotain and Shurdlu discuss Agatha and Lars. They conclude Agatha and Lars are actors and head off. Lars is relieved.
- Olga explains Zeetha has been searching for Skifander. Krosp is chasing a herd of Mimmoths. Agatha tells Rivet what is wrong with a wagon. Rivis disses Agatha's knowledge, so Agatha explains in great detail what is wrong.
- The townfolk are happy the circus saved them by cutting down the Jägers. Othar says that Agatha can't resist adventuring, and says he will see her in about three months. Agatha is annoyed at Othar, but Krosp sees Othar is at least partially correct.
- Zeetha starts attacking Agatha, and complains about the poor shape Agatha is in. Krosp asks Agatha how the training went.
- Payne starts talking, but Bang gets bored and zaps Abner. Gil tells her to give everyone a chance to talk.
- Sergeant Zuli talks about the old days of evil Heterodynes and rampaging Jägers.
- Agatha is depressed, but accepting of staying alone.
- Lars finds Agatha hiding from Zeetha in a barrel and tells her his background.
- Flashback narrated Olga: Explorer visits Skifander, Zeetha sent with explorer, ship attacked by pirates.
- Lars and Agatha stop acting out the story and realized Eotain and Shurdlu have come close and are watching them.
- Lars explains Geisterdamen. Agatha says she doesn't want to leave the circus. Lars suggests playing "Race to the West Pole" at the next town, and says it won't be a problem that Pix doesn't want to play Lucrezia.
- Agatha takes Balthazar to camp over the objections of Krosp. They find Balthazar's mother.
- Agatha cuts down the Jägers and orders them to get Jenka out of town before they escape. Jenka has a sword to Othar's neck when the Jägers arrive.
- Payne orders everyone to line up, but Pix runs away and is retrieved by a clank.
- Krosp and Agatha discuss Balthazar, disagreeing on whether he is food. Balthazar thinks they are "show people" with a Talking Cat act. Balthazar says he is "show people", and Krosp smells the direction of the camp.
- Jenka, riding on Füst, is refused entry. She catches and snaps an arrow shot at her.
- Krosp wakes Agatha up to show her the mouse he caught. Krosp doesn't understand why Agatha doesn't want to eat it raw. They hear a sob.
- Evening, Lars takes the first watch. The Monster Horse Beastie is loose, and then shows it's sharp teeth.
- Professor Moonsock tries to examine Monster Horse Beastie, who refuses to open his mouth. Pix and Abner reunite. Pix thinks Gil was coming after Agatha as a lover, which Agatha denies.
- Klaus thinks Lucrezia is up to something, she says she is determined to change.
- Zeetha jumps on the back of the Monster Horse Beastie and cuts off it's head. The body grows a bigger mouth, and grows tentacles which grab Zeetha. A death ray blows up the Monster Horse Beastie.
- Jenka and Füst are fighting the guard and trying to talk to them. She sees Agatha and Agatha fires her death ray.
- Othar and the crowd finish Agatha's line. Agatha performs and then comes off for a costume change.
- Pix gives Abner a good-bye kiss, the Countess gives him an emergency pack. The circus packs to leave.
- Agatha encourages the others to run away from the malfunctioning crab. Olga is lying face-down in a pool of blood.
- Klaus shows the generals the body and explains Agatha is dead. The generals realize it isn't Agatha but don't tell Klaus. Klaus ponders how Agatha could be dead but appear with Gil in DuPree's visions. The then has an idea of what could be done with the body.
- Gil apologizes and offers to escort Abner back, but he prefers to walk alone through the wastelands rather than stay near Bang longer.
- Lucrezia says Klaus needs to go. Klaus drinks and can't talk straight. He thinks he is poisoned.
- Master Payne is surprised to find the Jägers are still alive. The Jägers spell something, which turns out to be Agatha.
- Marie and Agatha talk. Flashback to what really happened when the clank attacked.
- Krosp doesn't like Dingbot Prime, and thinks they should have kept Agatha's gun. Agatha says it isn't necessary.
- Abner and Payne discuss the audience and how the group is on edge. Payne looks up and sees something.
- Agatha studies her lines. She is disturbed by playing her mother in a play.
- Agatha and Krosp talk about how to get food. Krosp has been unable to hunt food, but snarfs a sausage Agatha leaves out for him.
- Agatha and Lars talk, then start quoting the scene from the burning Submarine from The Heterodyne Boys and the Race to the West Pole.
- Lars has a panic attack, and the Countess explains that not everyone in the circus is a spark. Chef tries a Calming pie on Lars.
- Gil says Pix isn't Agatha, then notices she's wearing Agatha's shoes.
- Othar shows up backstage to talk to "Madame Olga". Othar has learned Agatha is a Heterodyne by talking to Theo. Agatha admits the circus doesn't know who she really is.
- Zeetha pulls sword and slices up the cooking pot. Olga asks Agatha what happens and Agatha mentions Skifander.
- Agatha is ready to sleep, and Zeetha shows up ready to start the morning training. Lars wakes up and can't understand Agatha's plans. He goes out and talks with Abner sitting with Pix and burning the Monster Horse Beastie.
- The play continues, with audience participation. In the curtain call Agatha is surprised to find Othar missing from the crowd.
- Zeetha offers Agatha food and they talk. Agatha says she has heard about Skifander and Zeetha gets upset.
- Talking about cat act. Trish offers them a meal and calls Agatha an "adventurer".
- The circus packs. Pix is annoyed that Abner cut in on her scene, but is more annoyed he isn't back.
- Agatha gets shown her transportation/shelter, Baba Yaga.
- Chosing performers for the show in Zumzum. Agatha is given the part of Lucrezia Mongfish in the The Heterodyne Boys and the Race to the West Pole.
- Abner shows them where "Agatha" was buried. Gil orders the grave dug up.
- Talk about the burned Monster Horse Heastie. Zeetha carries Agatha back from training. The circus starts travelling.
- Klaus identifies the creator of the clank. Three Jägergenerals arrive and Klaus asked them if they were trying to find information about Miss Clay. They nervously admit they were.
- Maxim, Ognian, and Dimo are hanging from nooses, talking. Master Payne doesn't want to perform near corpses.
- The presentation of The Heterodyne Boys and the Race to the West Pole has started. Agatha is nervous about the performance, but Countess Marie gets her psyched. Agatha goes on stage, delivers most of her first line, and stops when she sees who's in the audience.
- Abner returns, riding a horse he found near a campsite that had been attacked. Lars is worried that the creature that attacked the camp could have followed Abner.
- Agatha fires her death ray at the crab as it reaches for Olga. The wagon breaks apart.
- Countess Marie gets Agatha up and moving, and introduces her to peeling potatoes and Embi.
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