A circus ringmaster captures Sonic and his friends in order to make them performers in his travelling circus. It's up to Tails to save them from becoming part of the circus.
- Motobug (multiple)
- Child Monkey
- Doctor Eggman
- Fastidious Beaver
- Lady Goat
- Lady Walrus
- Mayor Fink
- Mike the Ox
- Mr. Slate
- Mrs. Vandersnout
- Octopus Bot Template:1st
- Old Monkey
- Stunt Bears Template:1st
- T.W. Barker
- Team Sonic
- Walrus Child
- Walrus Male
- Wild Cat
- Sonic Boom World
In a desert-like area, Knuckles the Echidna, Amy Rose and Sticks the Badger are on the run when Doctor Eggman bursts out of a nearby rock wall and ambushes them in his Octopus Bot. No sooner, Sonic the Hedgehog appears and keeps Octopus Bot distracted while Amy and Sticks fight back. Miles "Tails" Prower then arrives in Tails' Plane to attack Octopus Bot with his untested laser-guided Unbolterizer, but misses and triggers a rockslide that proves a hindrance to Team Sonic. Meanwhile, Octopus Bot knocks Tails' plane off course, but Sonic sneaks up from behind the robot and tears up its wiring. With his robot disabled, Eggman flees in an escape pod.
Tails tries to explain what happened to his Unbolterizer, but Knuckles, Amy and Sticks point out how his weapon nearly killed them. As Sticks lets her paranoia run loose, Sonic tries to defend Tails, but Tails admits his friends are right (except for Sticks) and files away in his plane, determined to not return to them until he has fixed his Unbolterizer. Sonic tries to tell the others to go easy on Tails, but is interrupted by a road train nearly running them over. The driver, revealed to be T.W. Barker, apologizes and introduces himself and his circus, T.W. Barker's Circus of Wonders, which he owns, much to their amazement. However, Barker tells that most of his performers, except his Stunt Bears, have gotten sick from eating bad sushi, so he will not be able to put up a show, which will disappoint the children. Sympathetic, Amy volunteers her teammates to perform in his circus; Sonic refuses to participate, but instantly changes his mind when Barker implies that Sonic cannot handle the challenge of being a circus performer. Sonic tries contacting Tails with his communicator to have him join them, but Tails ignores it to keep working on his Unbolterizer in Tails' Workshop (and unintentionally ruining Eggman's TV remote in Doctor Eggman's Lair).
At the circus, Barker is assigning Team Sonic their roles in the show: Sonic is given the 'Sphere of Fear', which he must spin along within at unparalleled speeds, Knuckles is made a human cannonball, Amy is made a sad clown (much to her dismay) and Sticks becomes an acrobat. Meanwhile, Tails figures out what was wrong with his Unbolterizer and successfuly tests it by destroying Eggman's TV remote (once again) at his lair. At the same time, the show at Barker's circus begins and Team Sonic puts on an amazing performance to the audience.
After the show, Team Sonic is proud of their performance, with Sonic willing to do another in the future. Barker obliges this thought by imprisoning Sonic in the Sphere of Fear and his friends in cages, revealing that this was all a trap to replace his previous group, who actually escaped. Sonic tries to break out, but Barker adds that he bought the sphere from Eggman Industries to ensure confinement, and summons Motobug he also ordered to guard his captives.
Meanwhile, Tails contacts Sonic on his communicator as he could not find his friends at Sonic's Shack. Sonic informs Tails of what Barker has done, so Tails heads out to save them. He quickly finds the circus in his plane and tears off the tent where he, after dodging missile fire, uses his Unbolterizer to break the cages holding his friends and free the Sphere of Fear from its base, allowing Sonic to roll it. While the others take care of Barker's henchmen, Sonic pursues the Ringmaster and traps him in the Sphere of Fear as punishment. Tails is congratulated by his friends for his actions as they head home, leaving T.W Barker behind. The episode ends with Eggman finishing repairing his TV remote so he can shut off his TV.
- Octopus Bot is introduced.
- Miles "Tails" Prower invents and finishes the Unbolterizer. He would use it again against Mega Bot in "Tails' Crush".
- When Miles "Tails" Prower arrives to rescue everyone from the circus, he tears away the big top tent around them. When Sonic the Hedgehog then tells Tails to get him out, the background shows Sonic still inside the tent. In the following scene when Sonic is freed, he is no longer in it at all.
- The lock used to keep Sonic in the Sphere of Fear is not present as he chases after and switches places with T.W. Barker.
- In the Hebrew dub of the episode, Knuckles says that Sonic's middle name is Elijah.