- After Sarah Jane has told Luke she has a fear of clowns dating from a childhood incident, balloons rain from the sky into the school playground. Children who touch them fall under Odd Bob's spell but Clyde, using his mobile phone, breaks the contact, releasing the children. Odd Bob captures Luke, forcing Sarah Jane to overcome her phobia as she sets out to rescue him but ultimately Clyde tricks Odd Bob and puts him into an impenetrable box.—don @ minifie-1
- Odd Bob tries to take Rani, since she has a ticket, and Sarah Jane steps in front of her despite being terrified. Odd Bob is more than happy to feed off of her fear, but suddenly Rani's phone rings. This seems to momentarily freeze Odd Bob, opening the doors and allowing them to escape to the car and drive away.
They make it home, and Sarah Jane tells Rani to go home . Luke says they have to tell her everything, and Rani refuses to let the mystery go. Sarah Jane gives her a choice: Go home and live a normal life, or come with them and let her life be changed forever. Rani chooses to know the truth, so Sarah Jane tells her to tell her parents that she is getting work experience in journalism. They show her the attic and introduce her to Mr. Smith, and Sarah Jane explains their life helping friendly aliens and fighting evil ones. She makes Rani promise to abide by their rules, the most important being to keep their activities a secret, for everyone's safety. They ask Mr. Smith about Odd Bob, and he shows the articles from the 30s and 40s of hundreds of missing children in connection with the clown. As for the Pied Piper, it is a matter of historical fact that the town of Hamelin had all of it's children stolen away. They check for extra-terrestrial activity at the time, and find that a very small meteor fell to earth in Germany right before the Piper is said to have appeared. The meteor itself is currently at the Pharos Institute for study, a possible explanation for why the clown is now in the UK. That night, Sarah Jane gives Rani a force field emitter to protect her for the night. Despite the danger, Rani is fascinated by the wonder of this new world she's been shown.
Later, Sarah Jane is troubled while doing research on clowns, and Luke, after accidentally sneaking up on her, asks her why clowns scare her so much. She tells him about how, when she was little and being brought up by her Aunt Lavinia, an old puppet clown seemed to come to life during a thunderstorm. It scared her so much that she cried out for her parents, who died when she was just a baby. Ever since then, she has carried a deep fear of clowns. The next morning, Gita brings Rani tea and runs into the force shield. Rani quickly deactivates it and convinces Gita it is just a sudden headache. Sarah Jane goes to the Pharos Institute and is warmly welcomed by Professor Rivers. Rivers owes Sarah Jane a favor after the incident with Nathan Goss, which Sarah Jane, of course, did not report on. Rivers takes Sarah Jane to the meteor and leaves her to take a sample. After she does, Spellman appears to Sarah Jane and tells her there is no stopping him, as he plans to do something that will instill fear in the entire nation, and tells her that her aunt's clown really did come to life that night. Rivers returns, and Spellman vanishes, leaving Sarah Jane severely shaken.
At school, Clyde and Luke talk to Rani about aliens, and Rani realizes that Maria was also involved, which is why Luke said they couldn't be friends in the same way. Suddenly, they watch as hundreds of balloons descend from the sky. As the children are drawn to them and take them, they are taken over, and start marching away from school to the museum. The trio cannot get through to them to stop them marching to their doom. In the attic, Mr. Smith analyzes the chunk of meteor, and finds that it comes from a galaxy where the inhabitant energy creatures feed on emotions like fear. The entity they've been seeing came to earth in the meteor and manifested itself as the Pied Piper to blend in. It then took the children to create fear for it to feed on for survival. Luke calls Sarah Jane and tells her about the possessed children, and she meets them at the entrance to the museum. Spellman welcomes the children to enter, but Sarah Jane has Mr. Smith call all of their cell phones at once. The signal breaks the ringmaster's control and the kids leave unharmed. Sarah Jane says she no longer fears Spellman know that she knows what he is, but he warns her she will still know fear. In retaliation for meddling in his plans, Spellman takes Luke the moment their backs are turned. Sarah Jane goes into the museum alone to save him, and orders Clyde and Rani to stay outside, locking the door behind her to ensure they do.
Spellman uses Luke to lure Sarah Jane into a maze of mirrors, saying that a mother's fear for her child is the strongest fear of all. Sarah Jane heartily agrees, and uses the sonic lipstick to break out of the maze. Clyde and Rani find a back window, and sneak inside to help Sarah Jane. Sarah Jane confronts Odd Bob, and demands to know where her son is. Odd Bob tells her he is with the other missing children, including Tony and Finny, trapped in a pocket dimension, forever asleep. Though they are physically unharmed, after a time, they will fade away like the hundreds of children he's taken before. Sarah Jane tries to threaten him to return them, but is paralyzed by fear as he decides to take her as well. Clyde enters and starts telling terrible jokes to Spellman, confusing him. The ghostly clowns around them start to laugh at the fearless humor, which damages Spellman. The fear fades, and weakens him enough for Sarah Jane to force him back into his meteor. Sarah Jane praises Clyde, though he tells her is was all Rani's idea. Luke reappears, with no memory of what happened.
They go back to the attic, and Sarah Jane seals the meteor away in an impenetrable case, and Mr. Smith tells them that all of the children who've gone missing recently have been returned. Outside, they are greeted by Haresh and Gita, who have been worried about Rani. Sarah Jane claims they have been at the library, and were not a part of the "school walkout" that Haresh witnessed earlier. Gita invites them all over for tea, and it seems that the new neighbors will fit in after all.
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