Spider-Man has been accused of three robberies, the latest at a downtown jewelry store. Spidey sets out to prove himself innocent of these crimes, but is sidetracked when Aunt May reminds him of their trip to the carnival. At the carnival, Peter senses that something is wrong, and finds out that the Ringmaster, who is at the carnival, is using a hypnotic gas and skilled acrobatic performers to fool people into thinking that Spider-Man is committing crimes. Spidey does battle with the Ringmaster and his goons, but is forced to leave the scene when the Ringmaster releases all the caged animals. While Spidey rescues everyone at the carnival, the Ringmaster's group goes to the 1st Federal Bank. There, they commit another crime by robbing the place of a hundred million dollars' worth of gold, with the blame again going to Spider-Man. Spidey tracks down the Ringmaster, and has to defeat him, clear his own name, and retrieve the gold.