Upside-Down Cake - SCP Foundation

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“So how about this: we set it up like it’s a normal daredevil routine, with a guy on a motorcycle jumping over an audience member, and I’m the plant in the audience. He flies off the ramp, but he doesn’t have enough speed. He’s going to crash into me! I scream, the audience screams, everyone screams! Then, at the last second, I open wide and swallow him whole! W’d’ya think?”

Motormouth was in the breakroom of Clown Alley, the little trailer outside the Big Top that housed the Circus’s entire Clown population. Of course, it was only little on the outside. The Clowns had converted the trailer into an orthotope, giving them plenty of hyperdimensional living space. Most of the other Circus Folk found the place impossible to navigate, but for some reason, Motormouth had always had a head for it.

“Barney, your act is dangerous enough when someone’s holding your mouth open. It’s too risky for you to open up at the last second,” Icky, the Clown Troupe Leader, counselled him.

“But that’s what people want; the danger!” he insisted. "The jaw-dropping spectacle of a death-defying act!"

“It’s only a death-defying act if you don’t actually die,” Eugene said as he put a tiny olive on a comically large sandwich he had spent the last several minutes preparing. “I doubt Herman would want to risk it, given how many people we’ve lost lately. Dicksy, Stretchy, and Madam Rezarta all nabbed by the Essie P. Plus Masky, Ken and…I don't know, their other goon just went AWOL, so God knows where they are.”

“Don’t forget Virtuoso,” Icky added solemnly, staring sadly into her glass of Milk.

“I wouldn’t Icky,” Eugene said sympathetically, sitting next to Motormouth and setting his sandwich on the table.

“Hey, thanks buddy,” Motormouth said as he quickly placed the whole sandwich into his mouth and into his second stomach. Eugene glared at him in cold rage for several seconds before the Freak started laughing. “I’m just kidding!”

He reached into his mouth and retrieved the sandwich, completely intact, and placed it back on its plate.

Eugene hardly seemed appeased.

“You disgust me,” he said with a sad shake of his head.

“I thought Clowns only ate candy.”

“I put honey mustard on it!”

The three of them all covered their ears as the staticy screech of the Circus's antiquated PA system crackled through the air.

“ATTENTION! ALL HERMAN FULLER EMPLOYEES ARE TO REPORT TO THE RINGMASTER’S TENT IMMEDIATELY FOR A VERY IMPORTANT ANNOUNCEMENT!” Herman Fuller’s voice boomed from all around them. “I REPEAT, ALL EMPLOYEES REPORT TO THE RINGMASTER’S TENT AT ONCE! NO EXCEPTIONS!”

“He does not sound happy,” Icky murmured anxiously. “Come on guys, we don’t want to be late. He might set us on fire.”

Eugene hastily scribbled a note reading ‘Eugene’s – Touch it and face my fury!’ and placed it on his sandwich, and followed the other two outside.

They saw everyone had taken Herman’s announcement seriously, as a large crowd had already assembled in front of the Ringmaster’s tent. A small stage had been erected, with a drawn curtain concealing what was no doubt an unwelcome surprise. Everyone seemed to be ill at ease, with a few furitive murmurs being the only sound to break the ominous quiet. Motormouth ducked off to join the other Freaks, whereas Icky took her place at the front of the Clowns.

“Any of you know what this is about?” she asked.

“Must be something big to call everyone out,” Pius replied. “That’s rarely something good.”

“It’s never anything good. Name one time it was good,” Eugene said.

“Well…there was the time he introduced us to Dicksy.”

“How was that good? Dicksy was a jerk who treated us like chattel!”

“But then we got to see Manny beat him up. That wasn’t too bad.”

The mention of the Man with the Upside-Down Face caused Icky to notice that he was nowhere to be seen.

“Where is Manny?” she asked.

Before anyone could answer, Herman Fuller strode onto the stage, and none dared to utter even the slightest peep. The tall, skinny, beanpole of a man looked unusually forlorn, his head hung low and a handkerchief tightly clutched in his hand.

“Friends, I’m afraid I have some terrible news,” he said, dabbing his crocodile tears with the handkerchief. “Last night, my Freewheelers – my sweet, innocent, helpless little Freewheelers – were murdered!”

The crowd remained deathly silent. Everyone hated the Freewheelers, the animal-doll-tricycle things Herman had used to spy on and torment them, but they feared how they might be punished for this new act of rebellion.

“Don’t worry, I didn’t call you here to point fingers. I know exactly who’s responsible. I called you here because I have known for some time now that the Freewheelers were no longer adequate for protecting our Family, and so I set to work on developing replacements for them. Now seems as a good a time for their debut as ever, so without further adieu, I give you the Penny Farthings!”

The curtains to the Ringmaster’s tent flew open and out rode a procession of two dozen penny farthing bicycles, mounted by ghastly creatures. Each rider looked like a human circulatory system made from twisted, rusted wires. Their arms were long enough to touch the ground, and their gangly necks were too weak to support their heads upright so instead they just drooped.

The crowd murmured in fear and shock as the Penny Farthings formed a perimeter around them, fencing them in.

“We can all sleep a little easier now knowing that we have the Penny Farthings to protect us from enemies from without, and within.”

He pulled open the curtain behind him, revealing the Man with the Upside-Down Face hanging upside down by his ankles, his arms bound and his mouth gagged.

“Who’s strung up now?” he asked him with a smugly satisfied grin.

“Manny!” Yume screamed in horror, the flowers of her hair instantly wilting. “Herman, let him go!”

“Speak out of turn again child and I’ll throw you to the Clowns!” Herman threatened. Yume immediately hushed. She glanced over to the Clowns, expecting them to be licking their chops, but instead they looked just as uncertain and horrified as everyone else. Herman turned back to Manny and smiled.

“Well old friend, I can’t tell you how much pleasure it gives me to finally see your face the right way up after all these years. Oh, we’ve had our good times, it’s true, but what you’ve done is quite unforgivable, and what sort of leader would I be to let such a senseless and wanton crime go unpunished?”

“But you can’t kill him!” Yume screamed, tears pooling in her eyes.

“Oh my dear, sweet Yume. I’m not going to kill him; all of you are,” he said with a wicked smile. “I snuck into the cookhouse this morning and placed a little bit of Cotton Candy into the oatmeal.”

“Oh no. Oh no no no no no,” Yume wept, as she and everyone else realized what was about to happen.

“Oh yes. Mr. Brenneman, play Upside-Down Cake!” Herman ordered.

Over on the Cotton Candy kiosk, a disfigured Tom Brenneman proudly displayed the paper roll of mesmerizing music for the self-playing calliope. No one other than Herman knew for sure what the Cotton Candy wrapped around their nervous systems would make them do when it heard the song 'Upside-Down Cake', and Icky had no intention of finding out. Acting almost on instinct, she drew out her deck of trick cards. All fifty-four cards were engulfed in a red aura and went flying towards Tom. Fortunately for him Icky was merciful and they did no mortal damage, but the paper roll was destroyed beyond any hope of use.

She immediately called the cards back to her and held them around herself in a defensive perimeter as she crouched in preparation for the inevitable attack.

“Icky!” Herman screamed, sounding genuinely shocked. “How could you? How could you?”

“Fuller, there’s no reason this has to go any further. Just let Manny go. You know how vital he is. There is no Circus without Manny.”

“Is that so? In case you’ve forgotten, it’s Herman Fuller’s Circus of the Disquieting! I feed you, clothe you, house you, protect you from the Essie P and the Geo Sea and the Insurgent Sea and this is how you repay me!”

“You burned Virtuoso alive you son of a bitch!” she spat at him. Herman shook his head sadly.

“It would truly be a shame to lose such a lovely and talented performer as yourself, but if that’s how you feel…first Clown to bring me her heart is the new Troupe Leader!”

Herman seemed to expect the Clowns to jump on her like she was made out of candy, but not one of them budged.

“None of you? None of you! After all I’ve done for you!”

“You let that bastard Dicksy breed us like animals!” Doctor Tinkles yelled.

“You put us all in danger by trying to steal from Emcee D!” Motormouth cried.

“You left Pius and me to rot in an abandoned hub with a feral Fun-lover!” Eugene howled.

“Well, in my defence, you never finished telling me how you got away from there!” Herman countered. “It was a little disappointing, to be honest.”

“We are sick of your bullshit Herman!” Icky declared. “We’re not going to let you kill us, or mind control us, or bully us with these abominations of yours anymore!”

The entire Circus cheered in support.

“I’m giving you one chance Fuller! Let Manny go, or I kill you.”

Herman glared down at her with utter contempt, and she knew this wasn’t going to end peacefully.

“Penny Farthings, have at them!” he ordered.

A green fire flared up inside the chest of each Penny Farthing, smoke and flame wafting out of every opening. They howled as if in maddening pain, and began assaulting the crowd in a wild frenzy.

“Clowns, take them down! Jam their spokes” Icky shouted, throwing her cards at each rusted monstrosity’s enormous front wheel. “Freaks, get Manny free! Alfie, unleash the Fun-lovers!”

All obeyed her orders without fail. The Clowns, so often viewed by the Freaks and Carnies as otherworldly monsters, rushed to put themselves between the Penny Farthings and the innocent. Though they were dealt many blows, they did not cry or bleed, but instead only squeaked like chew toys. This clearly both frustrated and confused their attackers. The Clowns grabbed whatever was at hand and shoved it between the Penny Farthing’s spokes, sending them toppling over. This didn’t stop them, however, as they still clawed their way along the ground, lashing out at anyone within reach of their distended and mangled limbs.

Seeing that her cards were having minimal effect on the creatures, Icky grabbed a sledgehammer. Normally used for driving tent spikes into the ground, she put the tool to work smashing the toppled cyclists into scrap metal, and the others soon followed her example.

Motormouth reached down his throat and pulled out his submachine gun. He unleashed a hail of bullets upon Fuller, only for him to catch them all in his teeth and spit them back at the crowd like he was a human Gatling gun. Once he had exhausted his ammo, the Freaks stormed the stage, ready to tear him limb from limb. Herman whistled, calling one of the Penny Farthings to him. He leapt onto its back and rode it into the Den of Freaks. He came out only seconds later, wielding a cutlass (one of many swords reserved for swallowing, throwing, and for sticking into the human pincushion), ready to cull down rebels like he was reaping wheat. Some of the Freaks ran after him anyway, while others rushed to help Manny, slicing through the bonds with whatever they could find.

“Manny? Manny are you okay?” Yume asked as she removed the gag from his mouth.

“Fire up the Kaleidoscope, dial up a Door to the Darkness,” he replied as he rose to his feet. “He’s getting the slowest death possible!”

Alfie zigged and zagged through the chaos, ducking attacks and dodging friendly fire until he reached the Funhouse. Throwing open the emergency exit, he shouted “It’s a mutiny! We’re taking down Fuller!”

He was grabbed from behind by a Penny Farthing, the metal of its hands piercing through his clothes and into his skin. The creature hoisted him into the air, its rusted hand poised to rip his heart out of his chest, when a familiar noise came from the Funhouse.

“Wowwee! Wowwee!” Mortimer screamed as he came flying out of the exit. He shape-shifted into an enormous pink gorilla in a bow tie and tore the rider from its mount. He grabbed it by its arm and began beating it against the ground in a rabid orgy of violence.

“Mortimer, do be careful not to hit anyone, won’t you?” Ripley asked as she and Bailey strode out of the Funhouse in their tall, humanoid forms. She stuck out her leg and toppled a Penny Farthing as it whizzed by. “Since this is a mutiny, should we assume pirate forms?”

“That’s a little predictable, don’t you think?” Bailey asked. The Penny Farthing Mortimer had dismounted escaped his grasp and launched itself at Bailey. Bailey grabbed its head and crushed it in his hand. “Come now Mortimer, you can’t be so careless with your playthings.”

“I’da’champ! I’da’champ!” he chanted as he bashed another Penny Farthing into pieces.

“Well, he seems to have these brutes under control. What do you suppose we should do?” Bailey asked.

“I could unleash the Kraken,” Ripley suggested.

“That’s complete overkill.”

“You always say that.”

“Because it’s always true! You clearly just want to unleash the Kraken so that you can shout ‘Unleash the Kraken!’. Do you honestly think there’s any situation where unleashing the Kraken would solve more problems than it would cause?”

“I don’t know because we’ve never let it out. Frankly, your assumption that it would automatically be a disaster is prejudiced against colossal mythical sea creatures. For all you know the Kraken could be great at conflict resolution…”

Their conversation was briefly interrupted due to Ripley being decapitated by a passing Herman Fuller.

“A cutlass? I guess we ended up going with a pirate theme after all,” Bailey remarked. “Ripley dear, are you alright?”

“Quite.”

Mortimer chased after Herman in a fury, tearing up the ground with his fists as he went. Herman granted his Penny Farthing additional speed as he tore through the fairgrounds, trying to find Icky in the chaos. He thought that if he killed her then maybe, just maybe, he could quell this rebellion. Her, Manny, and anyone else who had dared to speak out against him. Once they were strung up in the Matinee, everyone would know the price for betraying Herman Fuller. Who then would choose to defy him if it meant an eternal living death?

There, in the centre of the battle, he saw her. Surrounded by Clowns and Freaks alike, they were destroying the last of his Penny Farthings. Pushing his mount even harder, Fuller raced towards her. So focused was he upon his quarry, that he didn’t see the Man with the Upside-Down Face accost him from the side, ramming a tent pole through the spokes of his Penny Farthing’s front wheel. Herman was thrown through the air in a high arc, his sword still in hand, ready to impale whoever got between him and the ground.

“Eugene, open him wide!” Icky shouted as she grabbed the inside of Motormouth’s right cheek. Eugene grabbed the left, and together they pulled his mouth open nearly 10 feet.

Herman flew right down his gullet and into his second stomach.

“And the crowd goes wild!” Motormouth shouted, raising his arms in triumph. Indeed, the crowd burst into victorious cheering at the sight of Herman’s defeat.

“You got him?” Manny asked as he rushed to meet them, having successfully destroyed the last Penny Farthing.

“Manny,” Icky hugged him tightly, with several of the others joining in.

“We'll celebrate later. This isn’t finished yet,” he said.

“Yeah, this is not a long-term solution,” Motormouth agreed. “I know my stomach can take a lot of punishment, but I’m worried than any second he might come bursting out of me like an alien.”

“The Kaleidoscope is spun up Manny,” Yume said.

“Where are you sending him?” Icky asked.

“The Darkness.”

Icky smiled, and nodded in agreement.

The four of them ran to the Kaleidoscope, where a Door was already waiting. Unlike the usual Doors, which were bright white and smokey and filled with calliope music, this one led only to a black abyss.

“On three,” Manny said. “One, two, three!”

He and Icky stretched open Motormouth’s piehole and on cue he regurgitated Herman Fuller straight into the Darkness between Dimensions. As he screamed in rage his top hat fell off his head, landing upon the floor.

“Good Riddance,” Manny said grimly.

“Get your damn hands off me you Freaks!” Tom shouted as Eugene and Pius dragged him towards the Kaleidoscope.

“What do you want to do with him, Manny?” Eugene asked. Manny chuckled and placed a hand on Tom’s shoulder.

“Tom, Tom, Tom, Tom, Tom. You just can’t get 'a head', now can you? Yeah, toss him in with Fuller.”

“What? No, wait! Manny, I’m sorry! Please, no! No!”

With one good toss, he was lost to the Darkness.

Icky sat herself down on the Kaleidoscope's steps, burying her head in her hands, overwhelmed by the enormity of what had just happened.

“Guys, give us a minute to talk, alright?” Manny asked.

“Sure thing,” Motormouth nodded. As he, Yume and the two Clowns gave them some privacy, Manny knelt down and picked up Fuller’s top hat.

“Thank you,” he said, sitting beside her. “For a minute there, I really thought I was going to be eaten alive by my own Freaks.”

“I couldn’t let him do it. Not just because of what I said about this Circus needing you either. You’re my oldest friend here. You’re my best friend. You’re the closest thing to family I have now. I…well, I guess you knew that.”

“I don’t always understand what I see in people’s minds. When I was a kid, I loved Herman like a father, and I thought he loved me like a son. I was wrong.”

“Well, I love you like a brother. I hope that’s what you see when you look at me.”

“It is,” he nodded with a warm smile.

Icky let a long, exasperated sigh.

“I can’t believe all of that really happened. Manny, what are we going to do? We can’t close the Circus.”

“We won’t, don’t worry. Herman didn’t do anything but bark orders, spend money, and kill people. I can run this Circus fine without him. Better even.”

“Does that mean you’re going to be the Ringmaster?”

Manny chuckled at the suggestion.

“No, I don’t think I have the face for it. The Ringmaster should be a little easier on the eyes; someone who’s a good performer, and a good leader.”

He placed the top hat upon her head.

“You can’t be serious.”

“Why not? You’ve been here almost forty years, you know this Circus inside and out. The Clowns love you, and anyone else who’s not afraid of Clowns loves you. I love you. It’s basically the same as being the Troupe Leader, just for the whole Circus.”

“So…how would that work? What would you be?”

“I’d be the Man with the Upside-Down Face, same as always. We can hammer out the details later, but for the most part I’d run back of house, you’d run front of house, and we’d have to come to an agreement on anything else. We can split the Circus’s profits fifty/fifty. How’s that sound?”

Icky thought for a moment.

“I don’t want to run things like Fuller did. If we do this, we do this right. From now on this is a proper, respectable business. No more indentured workers, no more corporal punishment, no more murders. We stop treating this place like a prison and start treating it like a home.”

“That’s how it should have been from the start,” Manny nodded. “We have a deal then?”

“…Do we still call it Herman Fuller’s Circus of the Disquieting?”

“Well, his name is on literally everything. Awful as he was, this place wouldn’t exist without him. I’m willing to let him have his legacy.”

“I can live with that,” Icky nodded. “So, what sounds better? Ringmaster or Ringmistress?”

“I’d go with Ringmaster, just because I know how much it would irk Fuller to have that title taken from him.”

“Ringmaster it is,” she smiled, hopping to her feet. “Come on, let’s tell everyone that Herman’s gone forever!”

She dashed out of the tent, but before Manny followed her he paused at the Door they had thrown Fuller through. He thought about the Darkness, thought about everything he knew about Fuller, thought about everything he didn’t know about Fuller, and knew that he wasn't really gone forever.

"Well, long enough at least," he said to himself with a smirk. He shut the Kaleidoscope down, and went to celebrate with the others.

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