Ben and Alicia are enjoying a day out at the circus in the company of Bill Foster, who Ben has invited along in the hopes of taking his mind off of his radiation poisoning. Unfortunately, the circus is that of the Ringmaster and his Circus of Crime. The Thing is noticed by the members of the Circus of Crime, but the Ringmaster decides to go forward with his plans anyway.

Elsewhere, Bobby Drake, aka the Iceman, has picked up his date (Terri Sue Bottoms) and is on his way to the circus as well, though he's running a little late.

Inside the circus, the Ringmaster's hypnotic wheel has hypnotized everyone, except Alicia Masters, who is blind and can't see it. She panics, and is grabbed by some circus folk. Her screams awaken Ben, who heads to her rescue as the Circus of Crime moves to stop him.

Outside the tent, Bobby and Terri have arrived late, and are being refused admittance. When they hear Alicia's screams, Bobby sends Terri off to find a phone and call the police and then ices up to join the fight inside as the Iceman...