「FACE」

「FACE」 is the 39th episode overall, the 13th episode of season 3, and the final episode in the Popee The Performer series.
== Characters ==
* Popee
* Kedamono
* Papi
* Paola 
* Frog
* Alien
*White Wolf
*God
*UFO Girls
== Summary ==
Popee gets curious about what Kedamono looks like under the mask.
== Plot ==
The episode begins in Popee's dream. They're underwater with bubbles everywhere, and Kedamono is standing on top of a pudding while dancing. 
Kedamono removes the smiling mask he's wearing and reveals a silly face, amusing Popee, then removes another mask, which reveals another silly mask and makes Popee laugh. Then, Popee becomes shocked as Kedamono puts his paw around the side of his mask and begins to remove the entire thing. The string on the mask breaks, and Kedamono's face is shrouded in darkness.
Popee wakes up. He sits up and looks next to him, where Kedamono is sleeping. Popee creeps over and attempts to take Kedamono's mask off, but when he does, he only removes a single mask of Kedamono's sleeping face, revealing a mask that's the same underneath. Popee tears off mask after mask, finally stopping after he starts to break a sweat. 
Popee gives up and returns to his recliner, where he closes his eyes. Next to him, Kedamono wakes up. His groggy mask falls away to reveal an almost giddy expression. Kedamono comes over to Popee's recliner and shines a flashlight in his face, making sure he's asleep. He does the same to Papi, while Popee secretly watches. He sits up to get a better look, but lays back down and closes his eyes before Kedamono can see him. 
Kedamono uses his flashlight to check that everyone in the Zirkus is asleep—he even digs Frog up from where he's buried himself, and uses binoculars to make sure Alien is asleep. Satisfied, Kedamono leaves, walking through the tents. Popee, who'd been watching him, tries to follow and accidentally steps on Frog, causing him to ribbit—Popee shushes him.
Kedamono's body from the shoulders down is shown with his masks on the ground around him, and a basin of water in front of him. As he washes his face, Popee sneaks around behind him.
As Popee is watching him, Frog comes hopping in, and before Popee can stop him, hops right over to Kedamono and gets a look at his face. Frog makes a "whoa!" sound in shock, and Kedamono scrambles to put a mask on, putting a happy smiling mask on upside-down in his panic.
Frog, still in shock, says "ケ。。。ケダモノのかおわ。。。！" (Ke...Kedamono no kao wa...! "Ke...Kedamono's face is...!") and Kedamono puts on a shocked mask.
Frog is shown hopping off, exclaiming "ケダモノのかおわ。。。！" (Kedamono no kao wa...! "Ke...Kedamono's face is...!") over and over while Popee and Kedamono chase after him. 
Frog's exclaimations wake Papi, Paola, and Alien. Kedamono's mask has become distraught as he and Popee continue to chase Frog. Finally, Kedamono dives for him, and catches Frog in his paws before rolling right into the wall. Once Kedamono's shaken the impact off, Frog starts going off again—and Kedamono looks shocked before covering Frog's mouth with his paw.
Kedamono's solution works, temporarily—until he looks up and sees that the rest of the Zirkus is now awake, and looking at him. Alien beams himself down to join them, adding to Kedamono's distress. So many eyes are on him, even the eyes of the Kedamono doll and the eyes of the graffiti audience on the wall. Kedamono panics as the shot pans out, revealing everything featured in every episode (fire ring, Popee's cart, etc.) is watching him as well, including God and the White Wolf, who appears with it's bomber planes. 
Kedamono's mask looks like he's dying, he's at the end of his rope—he drops Frog, who lets out one more "Kedamono's face is...!" before Kedamono smushes him with his paw and then eats him, to the disgust of the rest of the Zirkus. Kedamono looks up at everyone smiling with his tail wagging, and everyone takes a few steps back as he comes closer. 
Suddenly, Frog starts hopping around inside Kedamono's stomach—Kedamono tries to grab him, but when he tries, Frog bursts out of the back of Kedamono's shorts and says "...お母さんにだったよ。"　(Okaasan ni datta yo, meaning "to (my) mother"). A horrified Kedamono ends up on the ground shaking his head, and Frog finally completes his sentence, saying "ケダモノのかおわ。。。おかあさんにだったよ。" (Kedamono no kao wa...okaasan ni datta yo. "Kedamono's face...looks like his mother's.")
The camera zooms out with Kedamono still on the ground, and the rest of the Zirkus fading out until only Popee is left. Finally, Popee drops to his knees on the ground next to Kedamono. And the episode ends.
== Trivia ==
* This episode was featured as the #1 favorite episode chosen by fans for the New Years' Countdown Special, and is featured on the POPEE the MANIAX DVD.
* This is the only episode to feature spoken dialogue from a character, in this case the Frog. The characters in the series usually never speak.
Category:Episodes
Category:Season 3