The episode begins in the desert, where Knuckles, Amy, and Sticks are running. Amy and Knuckles get into an argument about who should flank left, when Dr. Eggman's Octopus Bot emerges from a mountain. Sonic greets it, then ties its tentacles up in a knot. After Amy knocks one of its tentacles off, it chases Sticks, who manages to get one of its tentacles lodged in its head. As Sonic runs around Octopus Bot, Eggman tells him it'd be easier to attack him and his friends if they stood still. Sonic tells Eggman that he's too busy running circles around his Squid Bot, and Eggman tells him that it's not a squid, it's an octopus, due to the size of the tentacles in relation to the head. Just then, Tails flies in on his plane, telling Sonic that his laser-guided unbolterizer is ready to go, and he's locked onto Spider Bot. Eggman then angrily tells Tails that it's an octopus. Sonic asks Tails if he tested his Unbolterizer, and Tails assures him it is as he fires at Octopus Bot. Unfortunately, it bounces off the rocks and hits the severed tentacle, causing it to split apart and cause an avalanche. Sticks dodges the avalance and jumps on a boulder, saying she should have taken a log-rolling class as she walks across it. Knuckles punches away at the avalanche, saying he could do it all day, before getting run over by a boulder and saying he could use a breather. Tails flies towards Octopus Bot, who knocks his plane out of the sky, then makes a nautical joke, and mistakenly calls Octopus Bot a squid, much to his ire. Sonic then opens the back of Octopus bot and pulls out some wires, causing it to Malfunction. After Octopus Bot lands and inks (much to Amy and Sticks' disgust), Eggman flies away and tells Sonic and his friends to study their cepholopods before their next battle.
After Tails lands his plane, he tries to apologize to his friends, but Amy scolds him for nearly getting them killed. Sticks then accuses Tails of being a sleeper agent, specifically a mole disguised as a fox. She tries to pull his face of, but Sonic breaks them up and tries to stick up for Tails, but a sad Tails realizes that his friends are right, except for Sticks and her fox mole theory. He put them all in danger, and flies away in his plane. Sonic tries to convince Tails to come back, but Tails vows that he won't return until he fixes his Unbolterizer.
Sonic turns to face Knuckles, Amy, and Sticks, telling them to go easy on Tails, when suddenly, a truck drives up to them and stops a few inches from them. The driver, T.W. Barker, comes out and apologizes to them if he scared them, but Sonic scolds him for nearly running them over. Barker then introduces himself to Sonic, Knuckles, Amy, and Sticks, telling them that he is the owner and ringmaster of T.W. Barker's Circus of wonders. Knuckles asks if it has clowns, Amy asks if it has elephants, and Sticks asks if it has art made from corn husks. She then admits she doesn't know what a circus is. Barker then tells them that he, unfortunately, has none of those, since his performers ate some bad sushi in the last town, and have fallen gravely ill, leaving just his two stunt bears. Amy asks Barker how he will put on a show now, and he tells her that he won't be able to, and all the children will be disappointed. This breaks Amy's heart, and Barker tells her, Sonic, Knuckles, and Sticks that he needs to find some new performers, and fast. Amy tells Barker that she and her friends would be happy to volunteer as his new performers, but Sonic tells Amy that he doesn't want to perform like some kind of trained animal, then apologizes to the two stunt bears, not meaning to offend them, but they merely shrug it off. Barker then tells Sonic that his training is rigorous, and it's okay if he's not capable. Sonic then runs rings around Barker and tells him that "Capable" is his middle name. Knuckles then tells him he thought it was "The". Sonic then tells Barker that he hopes his circus can keep up with him, as if it can, he's in. Barker is delighted to hear this, and unfolds his circus tent. Barker is delighted that Sonic and his friends have all volunteered, but Sonic assures him there's one more friend he hasn't met yet. he tries to call Tails on his wrist communicator to tell him the good news, but Tails doesn't respond.
As it turns out, Tails is still busy working on his unbolterizer. He tests it by aiming it at a clock, but the beam bounces off it and flies out the window, where it hits Eggman's TV remote, destroying it, much to Eggman's ire. A disappointed Tails decides to get back to work.
At Barker's circus tent, Barker tells Sonic and his friends that their unique abilites will be put on display for the children of the world. He shows Sonic the Sphere of Fear, a circulous cage with no beginning or end, allowing him to reach unparralelled speeds, all without leaving the center ring. As Sonic tries it out, Barker turns his attention to Knuckles, who is punching a punching bag. Barker compliments Knuckles on his strength, then asks him if he thought about using his head. Barker then fires Knuckles out of a cannon, where his head hits a target, and Knuckles suddenly gets what Barker said as the target falls on him. Amy asks Barker what she can do, citing an acrobat, a lion tamer, and a magician as examples, but Barker tells her that she can be a sad clown. Amy doesn't like this idea, and accuses Barker of giving her a lame job just because she's a girl. However, Sticks tells Barker that she's ready for her trapeze act, proving that not to be the case.That night, Tails finds out what's wrong with his Unbolterizer; he didn't use a counter-weight to compensate for changes in velocity, plus, a fish was inside it.
Barker's circus begins, and Barker announces feats of strength, speed, and agility, the likes of which no one has ever seen before... unless they've been to other circuses. The audience cheers as Knuckles is shot out of a cannon and Sticks does her trapeze act. They then laugh at Amy, who tells them that she's a sad clown, and they're supposed to sympathize with her, not laugh at her. Sonic then shows off his speed in the sphere of fear, and the audience continues cheering.Meanwhile, Tails decides to ensure his Unbolterizer works by doing one final test. He locks onto Eggman's lair as Eggman puts his TV remote back together, just in time for the season finale of Dancing With the Robots. Unfortunately for him, Tails' unbolterizer destroys his TV remote again.
After Barker's circus ends, Sonic's friends thank Barker for letting them put on such a wonderful show. Sonic even tells Barker that they should do it again sometime. Barker agress, then assures them that they will. As he shows his true colors, he locks Sonic in the Sphere of Fear, and Sonic asks him why he did that. Barker then tells him, Knuckles, Amy, and Sticks the truth; his performers weren't sick at all, they ran away. So when he heard about him and his friends, he set up a brilliant trap, which they all walked into. The two Stunt Bears hold Knuckles back, then toss him in a cage. Sticks charges at Barker, who dodges her, causing her to run into a cage of her own, which he locks her in. Barker then reveals that he bought the Sphere of Fear from Dr. Eggman for the sore purpose of capturing Sonic. After an infomercial for the Sphere of Fear airs, Amy tells Barker that he forgot about her. Barker assures her he didn't, and tells her to think of the children. Amy does so briefly, then tells Barker it won't work on her this time... before revealing that she's already locked in a cage of her own. Barker then tells Sonic, Knuckles, Amy, and Sticks that if they do somehow manage to escape, he ordered a few Motobugs from Eggman as well.Tails runs back to Sonic's shack, trying to tell his friends that he fixed the Unbolterizer for sure this time, only to wonder where they are. As Sonic tries to break out of the Sphere of Fear, he hears Tails try to contact him on his wrist communicator. Sonic tells Tails he is glad to hear from him, and that Barker captured him, Knuckles, Amy, and Sticks, and they need his help. Tails assures him that he is on his way, and sets off in his plane.
Tails arrives at Barker's tent, and pulls it away with a grappling hook. Knuckles, Amy, and Sticks are all glad to see Tails, and Sonic tells him that he needs to get out of the Sphere of Fear. The Motobugs fire at Tails, but he dodges their missiles, and fires at the Sphere of Fear, but the beam bounces near it. Knuckles thinks that the Unbolterizer still doesn't work, but the beam hits a Motobug, destroying it. It then bounces off Knuckles, Amy, and Sticks' cages, destroying them and setting them free. It then hits the base of the Sphere of Fear, disconnecting it from it, and causing Sonic to run in it like a hamster in a ball. Barker orders his Stunt Bears and the Motobugs to attack Sonic and his friends, but the Sphere of Fear destroys the Motobugs, and Knuckles launches himself out of a cannon at the Grey Stunt Bear. Amy then smashes the Motobugs with her hammer while juggling, and Sticks swings into the Brown Stunt Bear, knocking him down. Tails then zaps another Motobug, destroying it, and sees Barker getting away. He informs Sonic of this, and Sonic jumps out of the Sphere of fear, which now traps Barker inside it. Barker yells at Sonic to let him out, and Tails lands near Sonic, who thanks him for saving him, Knuckles, Amy, and Sticks. Knuckles praises Tails, and Sticks apologizes for calling Tails a double agent. She then tells Tails she now realizes that he was a triple agent. Amy thanks Tails for saving her, Sonic, Knuckles, and Sticks, and Tails tells her he was just glad to help out. The five friends decide to head back home as Barker begs for them to let him out of the Sphere of Fear.
Back at his lair, Dr. Eggman is revealed to have been watching the events on his TV as he fixes his TV remote a second time. He then says, "Finally, I can turn off this dreck!", as he turns off the TV, ending the episode.
This episode provides examples of:
- Attack! Attack... Retreat! Retreat!: This line from Knuckles as he smashes away at the avalanche:Knuckles: Keep em' coming! I could do this all day!
(Knuckles gets flattened by a boulder.)
Knuckles: I could use a breather.
- Bait-and-Switch: After Barker traps Sonic, Knuckles, and Sticks, Amy tells him that she forgot about her. Barker then tries to trick Amy into thinking about the children, to which she tells him it won't work on her this time. The camera then zooms out, revealing that she's already trapped in a cage of her own.
- Bears Are Bad News: Barker's two stunt bears.
- Circus Episode: T.W. Barker's Circus of Wonders is held in this episode.
- Cranial Eruption: Knuckles gets one as the result of his Human Cannonball act.
- Flaw Exploitation: Barker handily exploits Sonic's hubris and Amy's obsession with charity to achieve his ends.
- Got Me Doing It: Team Sonic refers to Eggman's Octopus-Bot as a "squid" many times to the point that Eggman does it himself.
- Human Cannonball: Knuckles becomes one of these.
- I Am Not Weasel: Mechanical example; When Team Sonic battles Octopus Bot, they constantly confuse it for different eight-legged creatures, much to his annoyance. It even gets to the point where he starts doing it!Eggman: Next time, study your cephalopods before we do battle!
- "Metaphor" Is My Middle Name: Done by Sonic.Sonic: "Capable" is my middle name.
Knuckles: I thought your middle name was "The".
- Repulsive Ringmaster: T.W. Barker. While he's not as big a threat as Eggman, he's still a very sneaky Con Man.
- Sad Clown: Barker hires Amy as one, much to her dismay.
- Self-Deprecation: At the end of this episode, Eggman fixes his remote a second time and comments "Finally, I can turn off this dreck!" right before the cut to black.
- Terrible Trio: Barker and his two stunt bears.
- Use Your Head: Knuckles hits a target with his head when he gets launched out of a cannon.Knuckles: Using my head! I get it!