[The title card depicts T.W. Barker's circus tent surrounded by spotlights in the canyon at night. The screen fades to black, then to a view of the sky as the camera moves down to the canyon, where Knuckles, Amy, and Sticks are running.]
- Amy: Knuckles, flank left!
- Knuckles: I don't take orders from you! You flank left!
- Amy: Why do we have to have this discussion every single time?
[An explosion can be heard in the distance. Amy turns her attention to it as Dr. Eggman's Octopus Bot emerges from a hole in the canyon.]
- Eggman: Behold, the awesome power of Octopus Bot!
[Octopus Bot wiggles its tentacles, and Sonic runs out of the hole in the canyon. He then runs up to Octopus Bot and shakes one of its tentacles with his right hand.]
- Sonic: Nice to meet you.
[Sonic runs around two of Octopus Bot's tentacles, causing them to get tangled. As Eggman struggles to untangle them, Amy runs up to Octopus Bot, carrying her hammer in both her hands. Octopus Bot tries to catch her with one of its tentacles, but she backs away just in time. Octopus Bot tries to catch her twice more, but she dodges its tentacle both times. She then hits the tentacle with her hammer, knocking it off and causing it to fly into the canyon and slide down it.]
- Eggman: Eh? Grrrr!
[Octopus Bot chases after Sticks, who jumps up the canyon, dodging Octopus Bot's tentacles as they hit it. Sticks then jumps backwards, causing Octopus Bot's tentacle to hit its head. Inside Octopus Bot, Eggman pulls on the levers, causing Octopus Bot's tentacle to swat at him. He backs away to avoid getting hit.]
- Eggman: Oh!
[Eggman gets Octopus Bot's tentacle out, then Octopus Bot tries attacking Sonic, but Sonic moves out of the way. Sonic then starts running counter-clockwise circles around Octopus Bot.]
- Eggman: You know, this would be easier if you'd all stop moving around.
- Sonic [As he continues running circles around Octopus Bot]: Sorry, I can't hear you.
[Sonic stops running, but continues dodging Octopus Bot's tentacles.]
- Sonic: Too busy running circles around your Squid Bot!
- Eggman: It's not a squid, it's an octopus! Can't you tell by the size of the tentacles in relation to the head?
[Tails flies his plane towards Octopus Bot.]
- Tails: Sonic, my laser-guided Unbolterizer is ready to go! I've got a clean shot at Spider Bot!
- Eggman: It's an octopus! An octopus!
[Sonic is now holding his communicator up to his head.]
- Sonic: Tails, have you even tested it yet?
- Tails: Don't worry, it'll work!
[A view of a crosshair is shown as Tails locks onto Octopus Bot. Tails presses the button on the right lever and his plane fires a yellow beam. The yellow beam misses Octopus Bot and bounces all over the canyon. It eventually hits Octopus Bot's severed tentacle, causing it to break into pieces, one of which hits a stack of rocks. The rocks crumble and fall, and Tails looks down at them in shock.]
- Tails: That's not good.
[The rocks roll towards Sticks, who dodges them.]
- Sticks: Aaaah!
[Sticks jumps onto the boulder and runs on it.]
- Sticks: Whoa! I should have taken that log-rolling class.
[Knuckles punches and kicks the rocks out of the way as they roll towards him.]
- Knuckles: Huh! Huh! Yah! Keem em' coming! I could do this all day!
[Knuckles is about to punch a boulder, but it rolls over him, flattening him.]
- Knuckles (wearily): I could use a breather.
[Tails flies his plane towards Octopus Bot, but it swats it out of the way with one of its tentacles, causing it to spin out of control.]
- Eggman: Heh heh heh heh! How the tide has turned. That's a nautical reference, cause it's a squid... I-I mean, octopus! Grrrr! Great! Now you've got me doing it!
[Sonic jumps onto the back of Octopus Bot and opens the back door with his left hand. He then grabs the wires inside with his right hand and pulls them out.]
- Sonic: Ugh!
[Electric sparks appear inside Octopus Bot, and Eggman stares in shock at them. Sonic then jumps out of the way as Octopus Bot falls and lands. A puddle of ink emits from below it, and Amy and Sticks flinch in disgust.]
- Amy: Gross!
[Eggman's Eggmobile disconnects from Octopus Bot's body and floats above it.]
- Eggman: Next time, study your cephalopods before we do battle!
[Eggman flies away in his Eggmobile. Tails has now landed his plane and walks out of it.]
- Tails: Guys, I don't know what happened!
[Amy angrily walks up to Tails as Sonic runs onto the boulder.]
- Amy: I'll tell you what happened; your laser almost turned us into robo-fish-food!
- Knuckles: Yeah, and not the delicious flaky kind!
- Tails: I'm sorry. It malfunctioned!
- Sticks: Maybe it didn't malfunction. Maybe...
[Sticks points at Tails with her right index finger.]
- Sticks: This isn't even Tails! What if he's one of those sleeper agents? A mole, pretending to be a fox. A fox mole!
[Sticks runs up to Tails and grabs his head with both her hands, trying to pull it off.]
- Sticks: Yah!
- Tails: Ow! Quit it!
[Sonic runs up to Tails and Sticks and pushes them away.]
- Sonic: Hey, leave him alone! He just...
- Tails: No, Sonic. They're right! Well, except for Sticks and that whole "Fox Mole" thing. I put all of you in danger. I need to go.
[Tails runs back to his plane.]
- Sonic: Tails, wait!
[Sonic holds his right hand up like a stop sign. Tails then flies away in his plane.]
- Sonic: Tails? You okay, buddy?
- Sonic [heard over Tails' headset]: Tails?
[Tails removes his headset with his right hand.]
- Tails: I'm not coming back till' I fix my Unbolterizer.
[Tails flies away in his plane. Sonic then turns to face Knuckles, Amy, and Sticks.]
- Sonic: Hey, guys, go easy on Tails. So he made a mistake! I mean, haven't you ever...
[Before Sonic can finish, the sound of a truck horn can be heard. A truck painted to look like a clown, with balloons tied to its roof, approaches him, Knuckles, Amy, and Sticks, then stops just before it can hit any of them. T.W. Barker opens the door and climbs out.]
- T.W. Barker: Oh, sorry if I scared you folks! Please, accept my most humble apologies!
- Sonic: You almost made us roadkill, pal!
- T.W. Barker: Oh, a thousand pardons! Allow me to introduce myself.
[T.W. Barker removes his top hat with his right hand and bows.]
- T.W. Barker: T.W. Barker.
[T.W. Barker puts his top hat back on his head.]
- T.W. Barker: Entrepeneur, owner and ringmaster of T.W. Barker's Circus of Wonders!
- Knuckles: A circus, huh? Like, with clowns?
- Amy: And elephants?
- Sticks: And art made from corn husks? I have no idea what a circus is.
- T.W. Barker: Alas, I have none of those. For you see, my performers ate some bad sushi in the last town and have fallen gravely ill. All I have are my two Stunt Bears.
[T.W. Barker points at his two Stunt Bears (one grey, one brown) with his left hand. The two Stunt Bears skate to a stop.]
- Amy: So, how will you put on a show?
- T.W. Barker: I won't be able to. The children will be ever so disappointed!
[Amy gasps in shock.]
- Amy: Not the children!
- T.W. Barker: Yes, the children! If only I could find some kind-hearted souls to help me keep the magic of the circus alive!
- Amy: Mr. Barker, you're in luck! We'd be proud to volunteer in your circus!
[Knuckles and Sticks nod their heads, "Yes" in unison.]
- Sonic: Speak for yourself, Amy. What makes you think I'd want to perform like some kind of trained animal?
[Sonic turns to face the two Stunt Bears and holds both his hands out like stop signs.]
- Sonic: No offense.
[The two Stunt Bears shrug their shoulders in unison.]
- T.W. Barker: Yes, yes, I-I understand. The training is quite rigorous. I-I...
['T.W. Barker holds both his hands out like stop signs.]
- T.W. Barker: It's okay if you're not capable!
[Sonic runs counter-clockwise circles around T.W. Barker, much to the latter's amazement. Sonic then stops in front of Knuckles, Amy, and Sticks.]
- Sonic: "Capable" is my middle name!
- Knuckles: I thought your middle name was "The".
- Sonic: Look, I just hope your circus can keep up with me! I'm in!
- T.W. Barker: Wonderful!
[T.W. Barker reaches behind his back with his right hand and pulls out a remote control. He presses the button on it and the third car of his convoy opens. It unfolds a circus tent, and T.W. Barker is now holding the remote in his left hand.]
- T.W. Barker: I'm delighted to have all of you!
[T.W. Barker removes his top hat with his right hand.]
- Sonic: Oh, wait! There's one more.
[Sonic presses his communicator with his left index finger.]
- Sonic: Tails, come in. We're joining the circus!
[There is no reply, much to Sonic's bewilderment.]
- Sonic: Tails?
[A view of Tails' headset on the bench of his workshop is shown.]
- Sonic (heard over Tails' headset): Tails?
[Tails is working on his unbolterizer.]
- Tails: That should do it!
[Tails picks up his Unbolterizer, then looks over at an alarm clock. He aims his Unbolterizer at the alarm clock, and it shoots a yellow beam, but the beam bounces off the alarm clock and out the window, much to Tails' bewilderment. Dr. Eggman is at his lair, holding his remote control in his right hand, until the yellow beam hits it, smashing it to pieces. Eggman picks up one of the pieces with his left hand.]
- Eggman: Oh, come on! Stupid piece of junk!
[Tails sighs in disdain, then puts his Unbolterizer back on his bench. A view outside T.W. Barker's tent is shown.]
- T.W. Barker [heard offscreen]: Welcome to the circus! Where your unique abilites will be put on display for the children of the world!
[T.W. Barker, Sonic, Knuckles, Amy, and Sticks are all shown inside the tent. T.W. Barker walks up to Sonic and puts both his hands on his shoulders.]
- T.W. Barker: Sonic, there's only one creature fast enough to master...
['T.W. Barker walks up to a purple tarp and pulls on it with both his hands. Underneath the purple tarp is the Sphere of Fear, a circular cage.]
- T.W. Barker: The Sphere of Fear!
[T.W. Barker points at the Sphere of Fear with his right hand.]
- T.W. Barker: A circulous cage with no beginning or end, allowing you to reach unparallelled speeds, all without leaving the center ring!
- Sonic: Wicked!
[Sonic runs into the Sphere of Fear and closes the door behind him. He runs around in it. Knuckles can now be seen punching a sandbag with both his hands, and T.W. barker walks up to him.]
- T.W. Barker: You, my muscular friend, are formidable with your fists. But have you ever thought about using your head?
[In the next scene, T.W. Barker fires Knuckles out of a cannon, and Knuckles hits the target above it with his head. He then falls and lands on the ground below.]
- Knuckles: Using my head! I get it!
[Knuckles holds up his right index finger, then the target falls and hits him on his head. He falls over, then Amy runs up to T.W. Barker.]
- Amy: Oh! Me! What am I gonna be? An acrobat? A lion tamer? A magician performing illusions the likes of which nobody has ever seen?
- T.W. Barker: You'll be a sad clown.
[T.W. Barker pulls a purple hat from behind his back and puts it on Amy's head with both his hands.]
- Amy: Sad clown?! I see what's going on here; you're giving me the lame job because I'm a girl!
[Sticks jumps backwards past Amy and T.W. Barker, and lands on the center ring. She holds her right hand up to her head.]
- Sticks: I'm ready for my trapeze act, boss!
- Amy: Ohhhh!
[That night, a view outside Tails' Workshop is shown.]
- Tails: That's it! I didn't use a counter-weight to compensate for changes in velocity!
[Tails reaches into his Unbolterizer with his right hand and pulls out a fish.]
- Tails: Plus, this was inside.
[Tails tosses the fish aside. A view outside T.W. Barker's tent, surrounded by spotlights, is now shown as the sound of people cheering can be heard.]
- T.W. Barker [heard offscreen]: Welcome to T.W. Barker's Circus of Wonders!
[Inside the tent, the Villagers cheer as the camera zooms in on T.W. Barker, who is holding a microphone in his right hand as his two Stunt Bears ride their unicycles around him in a counter-clockwise circle.
- T.W. Barker: Tonight, we bring you feats of strength, speed, and agility! The likes of which you have never seen before! Unless you've been to any other circuses. Enjoy!
[The Villagers cheer and applaud. Knuckles is fired out of the cannon, and he hits the target above with his head. The villagers cheer and applaud, then Sticks grabs a trapeze with both her hands. She lets go and flips through a ring, then lands on the platform on the other end. Amy, who is dressed like a clown, walks backwards as she juggles some bowling pins. She then trips and the bowling pins fly into the air, and two of them hit her on the head. The Villagers laugh at her, much to her annoyance.]
- Amy: It's not funny, it's sad! You're supposed to sympathize with the sad clown!
[The third bowling pin hits Amy on the head, and the villagers continue laughing.]
- T.W. Barker: Behold, the Sphere of Fear!
[The Villagers cheer as Sonic waves his right hand at them. Sonic then runs inside the Sphere of Fear, and the Villagers continue cheering. Meanwhile, Tails is flying his plane towards Eggman's lair.]
- Tails: One final test!
[A view of a crosshair is shown as Tails locks onto Eggman's lair. Inside Eggman's lair, Eggman is holding a flathead screwdriver in both his hands, and uses it to put his remote control back together. When he is done, he picks up his remote with his right hand and sits on the couch. The sound of cheering can be heard on his TV.]
- Eggman: Sweet! Just in time for Dancing With the Robots!
[A yellow beam shoots from Tails' Unbolterizer, and it hits Eggman's remote again, smashing it to pieces. Eggman picks up one of the pieces with his left hand.]
- Eggman: No! It's the season finale!
[Eggman kicks his feet in frustration. A view outside T.W. Barker's tent is now shown. Inside the tent, the show has finished, and Sonic is flexing inside the Sphere of Fear. Knuckles' head now has a lump on it, and his eyes spin.]
- Knuckles: What time does the show start?
[Knuckles rubs his head with his left hand.]
- Amy: Great job, everybody!
- Sonic: That was a blast! We should do it again sometime!
- T.W. Barker: Yes, you should! And you will!
[T.W. Barker closes the door on the Sphere of Fear with his right hand and puts a lock on it with his left. Sonic runs up to the door as T.W. Barker locks the lock with a key he is holding in his right hand.]
- Sonic: Hey, what's the big idea?
- T.W. Barker: Well, you see, my performers aren't exactly sick, they escaped! So when I heard about your crew, I set up this brilliant trap!
[Sonic bangs on the door of the Sphere of Fear with his right hand.]
- T.W. Barker: Ha! And you marks walked right into it!
[T.W. Barker points at Knuckles with his left hand. The two Stunt Bears grab Knuckles by his arms with both their hands and toss him into a cage.]
- Knuckles: Ugh! Ugh! Whoa! Ugh!
[The door on Knuckles' cage closes. Sticks angrily runs towards T.W. Barker.]
- Sticks: Brrrr!
[T.W. Barker dodges Sticks, causing her to run into a cage next to Knuckles. T.W. Barker walks up to the cage and shuts the door with his left hand. Sticks pulls on the door with both her hands.]
- T.W. Barker: Too late, my feral friend!
[Sonic pulls on the door of the Sphere of Fear with both his hands.]
- Sonic: Ugh! Ugh!
[Sonic kicks the door with his left foot.]
- T.W. Barker: But here's the real prize; it's not easy to catch lightning in a bottle, so I had to special order this bottle from a mutual friend of ours!
[A view of a TV screen is shown. On the screen, an image of the Sphere of Fear is Shown as Eggman appears in front of it.]
- Eggman: The Sphere of Fear from Eggman Industries is unbendable, unbreakable, unmeltable,
[An image of a cell phone appears in place of the image of the Sphere of Fear.]
- Eggman: And it's all yours for just six easy payments!
[Eggman holds up his left index finger.]
- Eggman: Plus shipping and handling.
[Eggman leans in closer to the camera and holds his left hand up to his mouth.]
- Eggman: That's how we get you.
[T.W. Barker smiles evilly.]
- Amy [heard offscreen]: You forgot one thing, Barker!
[Knuckles, Sticks, and T.W. Barker all turn their attention to Amy.]
- Amy: Me!
- T.W. Barker: Did I? Oh, sweet, compassionate Amy Rose, think of the children!
[T.W. Barker points at his head with his right index finger.]
- Amy: The children. Wait! That's not gonna work on me this time!
[The camera zooms out, revealing Amy to already be locked in a cage.]
- Amy: So, is this a regional tour, or...
[T.W. Barker reaches behind his back with his right hand and pulls out his remote control.]
- T.W. Barker: Oh, and in case you manage to escape, ordered some of these as well!
[T.W. Barker presses the button on the remote, and five Motobugs roll out from behind the curtain. They then roll around the caged Knuckles, Amy, and Sticks, as well as T.W. Barker, in a counter-clockwise circle. Knuckles and Sticks pull on the doors of their cages with both their hands.]
- Knuckles and Sticks: Ugh! Ugh!
[A view outside Sonic's house is shown as Tails, who has now landed his plane, runs into it.]
- Tails: Guys, I fixed the Unbolterizer! It actually works now!
[Tails looks around, but nobody is in Sonic's house.]
- Tails: Where is everyone?
[Inside T.W. Barker's tent, Sonic runs through the Sphere of Fear, trying to find a way out.]
- Sonic: Ugh! Ugh! Ugh! Ugh!
- Tails [heard over Sonic's communicator]: Sonic, you there? Sonic?
- Sonic: Tails! Man, am I glad to hear from you! that circus creep captured us! We need your help, buddy!
- Tails: Ten-four, blue leader! Help is on the way!
[Tails runs to his plane, and in the next scene, he is flying it towards T.W. Barker's tent.]
- Tails: I've got eyes on the big top, Sonic!
[Tails lowers a grapping hook from his plane, and it snatches the tent by its flag. The grappling hook pulls the tent away, revealing the caged Knuckles, Amy, and Sticks underneath, who are all happy to see him.]
- Knuckles, Amy, and Sticks: Tails!
- Sonic: Get me out of this thing!
[Tails flies his plane towards three Motobugs, who have all aimed their missile launchers at him. They fire at him, but he dodges their missiles. Tails then fires a yellow beam at the base of the Sphere of Fear, but it misses.]
- Knuckles: Great! That thing still doesn't work!
[The yellow beam bounces off the stairs of the bleachers, and hits a Motobug, breaking it to pieces. It then bounces off Knuckles, Amy, and Sticks' cages, breaking them to pieces and setting Knuckles, Amy, and Sticks free. Finally, the yellow beam hits the base of the Sphere of Fear, breaking it, and causing Sonic to run in it. He runs in it, and it rolls on the ground.]
- Sonic: Now this is wicked!
[T.W. Barker holds up his right arm, then his left.]
- T.W. Barker: Bears! Motobugs! Attack!
[The two Stunt Bears and two of the Motobugs all roll towards Sonic, who destroys the Motobugs with the Sphere of Fear. Knuckles is now in the cannon, which fires him at the Grey Stunt Bear, pushing him away.]
- Grey Stunt Bear: Oof!
[Amy destroys a Motobug with her hammer, which she is holding in her right hand. She juggles three bowling pins in her left hand as she destroys another Motobug with her hammer. Sticks swings on the trapeze with both her hands, and hits the Brown Stunt Bear with both her feet, spinning him around.]
- Brown Stunt Bear: Ugh!
[The Brown Stunt Bear falls over. Tails then flies his plane towards a Motobug and destroys it with a yellow beam from his Unbolterizer. He then sees T.W. Barker running away. Sonic continues running in the Sphere of Fear.]
- Tails [heard over Sonic's communicator]: Sonic, he's getting away!
[Sonic runs towards T.W. Barker, opens the door of the Sphere of Fear, and jumps out of it, which is shown in slow motion. The doorway to the Sphere of Fear catches T.W. Barker, and rolls to a stop. T.W. Barker walks up to Sonic.]
- T.W. Barker: Let me out of this infernal cage! I'm an entrepeneur!
[T.W. Barker pulls on the Sphere of Fear with both his hands. Tails his lands plane near him and Sonic.]
- Sonic: That was some sweet flying, buddy!
[Tails jumps out of his plane, and Knuckles and Sticks walk up to him.]
- Knuckles: Yeah , you did good!
- Sticks: Sorry for saying you were a double agent. I didn't realize you were a... triple agent!
- Amy: Yeah, thanks, Tails!
- Tails: Well, I'm just happy I could help. Now, let's get out of here!
[Tails points behind his plane with his left thumb and walks away.]
- T.W. Barker: What? No! No!
[Sonic, Knuckles, Amy, and Sticks all walk away with Tails.]
- T.W. Barker: Wait!
[T.W. Barker bangs his right fist on the Sphere of Fear three times.]
- T.W. Barker: Ugh! Ugh! Ugh!
[Inside Eggman's lair, T.W. Barker trapped in the Sphere of Fear can be seen on Eggman's TV.]
- T.W. Barker: You can't leave me here! Come back!
[The camera zooms out, revealing Eggman to have been watching the entire event. Once again, Eggman is holding a flathead screwdriver in both his hands, which he uses to repair his remote a second time.]
- T.W. Barker [heard on Eggman's T.V.]: Come back! Come back!
[Eggman picks up his newly-repaired remote with his right hand and sits on the couch.]
- Eggman: Finally, I can turn off this dreck!
[Eggman presses a button on his remote, shutting off the screen, and ending the episode.]