The Circus of Crime are newly released from prison. Spider-Man stops by their hangout to ensure they keep out of crime. During his visit, Spider-Man plants a spider-tracer on the Ringmaster’s hat. When Spider-Man departs, the Circus members turn on the Ringmaster, blaming him for their earlier defeats and make the Clown their new leader, expelling the Ringmaster altogether. Peter joins Betty at the opening of a Jameson-sponsored art exhibit when the Clown and crew break in and steal several paintings. When Jameson tries to stop them, the Human Cannonball strikes him in the head, knocking him unconscious. Spider-Man tries to track them through his spider-tracer, but only finds the Ringmaster. Stealing the Ringmaster’s hat, he hypnotizes the criminal into revealing the group’s warehouse hideout. The Clown has just renamed the group the Masters of Menace when Spider-Man arrives and defeats them all, despite his reluctance to battle the female Princess Python. The Ringmaster tries to steal the paintings his ex-partners took, only to be apprehended by the police. Jameson recovers from his concussion, collects Masters of Menace photos from Peter then insists that Peter and Betty return with him to the art exhibit to cash in on the publicity. When Peter returns home he finds a stern Aunt May cross with him for being out late.