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The "Mad-Verse" Spider-Man is back in his Red & Blue costume, and ready for another single-issue adventure that opens up in the office of the Daily Bugle where young Peter Parker is a photographer. While there, Peter learns that he has been "volunteered" by publisher J. Jonah Jameson, to attend a big charity event that began about five minutes ago.

At the circus-like event, the spectators are greeted by a man named the Ringmaster and his stars: Fire-eater, the Gambonno Brothers, the Clown, the Strongman, and "Teeny" the big-boned lady. In a matter of minutes, Peter's spider sense goes off, just after the Ringmaster alerts the crowd to "gaze upon his hat".

With the mostly wealthy audience in some sort of trance, they become "easy pickings" for the Ringmaster and his Circus of Crime, and are soon parted with their money, jewelry, and other pricey belongings. Peter removes himself from the crowd, and changes into Spider-Man, then encounters the Circus of Crime just as they prepare to load a truck with all the stolen goods. The battle begins, but ends rather quickly, as the Circus leaves town and escapes Spider-Man.

The crowd comes to, and Spider-Man is left to be blamed for the robbery. As the Circus of Crime prepare for another "gig", Peter Parker contemplates how to clear Spider-Man's name. After seeing a poster advertising the Circus' next performance, Peter buys a ticket for the show, and again changes into Spider-Man while inside the event. The show begins, and the crowd is once again hypnotized by the Ringmaster.

This time however, Spider-Man is more prepared for the Circus of Crime, and easily takes him and his gang down. Spider-Man takes the audience out of their trance, and takes a picture of him and the Circus of Crime for the Daily Bugle. Of course, the issue ends with Jameson putting his own "spin" on the events. Another fine read.

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