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After hearing that the Ringmaster and his band of criminal circus performers are out of jail, Spider-Man makes a surprise visit to their hotel room. Protesting their innocence, Spidey decides to leave them in peace...but not before placing one of his spider tracers on the Ringmaster's hypnotic top hat.
After the wall-crawler makes his exit, the Ringmaster begins to plot his next crime spree. However, the rest of his circus goons don't take kindly to him being their leader anymore. Kicking him out of the group, they enlist the leadership of the Clown (at Princess Python's suggestion). Their first target? An art exhibition at a Madison Avenue gallery funded by none other than J. Jonah Jameson.
Making off with some valuable paintings, the dastardly circus villains injure Jameson in the process. After an ambulance takes Jonah to the hospital, Spider-Man decides to pay the Ringmaster a little visit...only to find out that he was separated from the rest of his carnival cretins. Spidey uses the Ringmaster's hypnotic top hat to uncover clues to the possible whereabouts of the miscreant merry makers.
Investigating a warehouse on West 22nd street, the web-head finds the "Masters of Menace" and an acrobatic battle ensues. Meanwhile, the Ringmaster breaks free of the hypnotic trance Spider-Man left him in and sneaks down to the warehouse...hoping to snag his former partner's loot out from under them. He doesn't realize that there's an undercover police officer assigned to watch his every movement.
As the fight with Spider-Man continues, Princess Python tries to use her wily charms against the web-slinger; before using her deadly namesake pet to try and squeeze the life out of Spidey. While that is happening, the Clown heads for the rear of the warehouse, intending to escape with the paintings. He runs across the Ringmaster who successfully steals the paintings away from the Clown...only to wind up walking into the waiting arms of the police.
The police arrest the entire lot of circus performers as Spider-Man (in Peter Parker attire) takes his photographs of the fight to the "Daily Bugle". Afterward, Peter returns home to find more trouble - this time with his Aunt May, who's none too happy to find Peter coming home at such a late hour without calling beforehand.