- On a family outing to a traveling carnival, the older Defenders become part of the freak show when they shrink to three inches!
- The Defenders take some time out to visit a carnival which has arrived in Central City. The man running the carnival, Doctor Kalihari, is a con artist who, along with his stooges, is out to fleece people, but they have reckoned without the Defenders. First, Mandrake shows up Kalihari after witnessing the latter's lacklustre magic act. This is followed by the Phantom taming the carnival's supposedly ferocious lion Simba, Flash fixing a gun which has been rigged to make it impossible to hit any of the targets on a shooting gallery, and Lothar making carnival strongman Goliath look like a wimp.
Meanwhile, Kshin (who is looking for a birthday gift for Mandrake) visits the carnival's Museum of Magic. There, he is approached by Kalihari who, on learning what Kshin is looking for, offers him a bottle containing a magic potion, but does not mention what kind of potion it is. Kshin buys the bottle (which is identical to one he saw illustrated in the Book of Engimas) and leaves the Museum, giving the bottle to Mandrake when they meet up shortly after. Later, Mandrake is with Flash, the Phantom and Lothar in the carnival's haunted house when Flash asks about the bottle. Mandrake replies that it is a gift from Kshin and, unusually for this carnival, seems to be genuine. Flash then asks to take a closer look at the bottle, but accidentally knocks it out of Mandrake's hand, causing fumes from the potion inside to leak out. Flash, Mandrake, the Phantom and Lothar then begin to shrink.
Moments later, Kalahari turns up with Goliath, the lion-tamer and Goliath's dog Brutus. Kalahari claims not to know why Flash and the others have shrunk, but says they will make valuable additions to the carnival, before he, the lion-tamer and Goliath set about trying to capture them. Flash and the others manage to escape and meet up with the kids, who have been waiting for their elders outside the haunted house. When Rick asks what happened to make Flash and the others shrink, Flash tells the kids about the bottle. All eight Defenders are then captured by Kalihari and his stooges and locked in a cell alongside Mr and Mrs Henderson, the carnival's rightful owners. Goliath and Brutus are left on guard.
Flash contacts Dynak, but Kshin is unable to tell her anything about the bottle other than what he saw in the Book. Kshin apologises to Mandrake for landing him, Flash, the Phantom and Lothar in this mess, to which Mandrake says they will find a solution. Flash asks Dynak if she can reverse the shrinking process, but Dynak says she cannot and that the answer must lie in the bottle. Moments later, Flash, Mandrake, the Phantom and Lothar shrink again, becoming small enough to slip through the bars on their cell. They head back to where they left the bottle and Mandrake translates the inscription on it, which reveals that anyone exposed to the potion will gradually shrink away to nothing. Fortunately, the inscription hints that there is also an antidote.
Just then, Goliath (who has discovered that Flash and the others have escaped) appears on the scene with Brutus, forcing Flash and the others to scatter. Shortly after, one of Kalihari's men finds Flash and the Phantom inside one of the booths and tries to capture them. The Phantom attracts the man's attention and Flash flies at the man in a toy plane. Moments later, Flash is nearly captured by the lion-tamer, whom he mockingly compared to King Kong, but manages to escape by using the lion-tamer's handkerchief as a parachute. Meanwhile, Goliath and Brutus have Mandrake and Lothar cornered in the haunted house, but Mandrake conjures up the illusion of a cat, prompting Brutus to give chase and distracting him and Goliath long enough for Mandrake and Lothar to escape.
Mandrake and Lothar meet up with Flash, who contacts the kids to tell them that there could be another bottle with an antidote. Kshin confirms that there is and that he saw the other bottle in the Museum of Magic. Moments later, Goliath and Brutus turn up, leaving Flash, Mandrake and Lothar trapped. Simba then appears on the scene and Goliath and Brutus are driven off, though it looks like Flash, Mandrake and Lothar are about to become lion food. Luckily, Simba is being ridden by the Phantom, who jumps down to join his fellow Defenders, before telling Simba he owes him one and instructing him to return to his cage. The kids (who have also escaped) join their elders, who by this point are down to three inches tall. The Defenders must now get to the Museum of Magic before it is too late.
When the Defenders arrive outside the Museum of Magic, LJ tries to kick the door in and when this doesn't work Rick smashes a window, allowing the kids to lift their miniaturised elders into the Museum. Flash, knowing Kalihari and his cronies will be back any minute, tells the kids to go back to the van and to head for Monitor if he, Mandrake, the Phantom and Lothar haven't returned after twenty minutes. The kids leave and Flash and the others use Lothar's grappling rope to gain access to the Museum, swinging across the room and dropping down to land on a stuffed owl from which they descend. But the four Defenders must scale a bookshelf in order to get to the bottle containing the antidote.
Having been catapulted onto the shelf where the bottle is, Lothar lowers a rope, enabling his fellow Defenders to climb up to join him. Moments later, they begin to shrink again, but they manage to obtain the antidote just in time and when Kalihari and his cronies enter the Museum, intending to kill Flash and the others for ruining Kalihari's plans, they find Flash and the others restored to their normal size. After a brief confrontation, Kalihari and the rest of the crooks are sent packing and the carnival is given back to the Hendersons, who show their gratitude by giving all the Defenders lifetime passes.
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