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Spider-Man has been accused of three robberies, the latest of which was at a downtown jewelry store. With his name further damaged by these robberies, Spidey sets out to prove himself innocent of the crimes, but is sidetracked when Aunt May reminds him of their trip to the carnival along with Betty. At the carnival, Peter senses that something is wrong, and finds out that the super-villain known as the Ringmaster, who is at the carnival incognito, is the one framing Spider-Man by using a hypnotic gas and skilled acrobatic performers to fool people into thinking that it was Spider-Man who committed the recent robberies. Spidey does battle with the Ringmaster and his goons, but is forced to leave the scene when the Ringmaster releases all the caged animals to cause panic at the carnival. Spidey rescues everyone at the carnival, including Aunt May and Betty, by forcing the animals back into their cages using a water hose. Meanwhile, the Ring- master's group goes to the 1st Federal Bank where they commit another crime by robbing the place of a hundred million dollars' worth of gold, with the blame again going to Spider-Man thanks to his hypnotic gas, and Jameson's nephew Mortimer, who was covering the story of the shipment of gold to the bank for the Bugle. The Ringmaster melts down the gold into bars for the cage of Gorgon, his powerful trained gorilla. Spidey tracks down the Ringmaster, and has to defeat him, clear his own name, and retrieve the gold.
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There are several in-jokes at the carnival, including; Captain America's face on a balloon, and posters advertising the latest carnival attractions of Nightcrawler, Storm, Wolverine, Colossus & Phoenix!