Episode 3529

Elmo: Telly! Yoo-hoo!! (Elmo freezes at the sight of Telly and the three kids in Clown costumes. He then suddenly loses it.) CLOOOOWWWNSS!!!! (takes off screaming very loudly at the top of his lungs. Loud enough to wake someone or scare them.)

Telly: Sheesh... What's wrong with Elmo??

Carlo: I don't know, but, let's go find out.

[Segments later, Carlo tries comforting a very frightened Elmo]

Carlo: Elmo, I don't get it. What's wrong??

Elmo: CLOWNS! That's what's wrong! Every-time Elmo goes to the circus, Elmo closes Elmo's eyes when the clowns come out! Because..--- Elmo's afraid of them!

Telly: But Elmo, It's me, Telly

Lexine: And me Lexine.

Mellisa: And me Melissa.

Fred: And me, Fred.

Telly: You see Elmo, It's just us.

Elmo: It is???

Telly: Sure!

Elmo: Okay...Elmo will look (comes up from Carlo's back to look at Telly. He doesn't recognize him) Ah! CLOWNS! (freaks out and hides behind Carlo) Hide Elmo!.... Hide Elmo!....