When Sam hears about the new Goth circus, Circus Gothica, her overprotective, over peppy parents forbid her. She still goes, and discovers the ringmaster, Freakshow, uses a staff that control ghosts and has come to add Danny Phantom to his employment.
Danny spots four ghosts robbing jewelry at a local jewelry store. His battle with all four ends in disaster when they escape before the cops come, making the cops think Danny is the thief. He escapes however.
The next morning, Sam is woken by her cheery parents who urge her to try on a new pink floral dress, much to her dismay. Much to their dismay, she 'fixes' it up by spray painting it black and cutting it short.
At breakfast, Danny enters to give Sam a new CD while her parents watch in disdain over him. A commercial for Freakshow's Circus Gothica plays, putting Danny in a trance. Sam's parents forbid her to go, but she states that they already have tickets. Taking him outside, Sam expresses her concern over her parents' opinions of Danny. She then says she's going to cut first period to watch the opening ceremony on the Circus Gothica train with Tucker (who is free first period) covering for her, much to Danny's concern.
Danny's ghost sense lets loose and he ends up chasing after the four ghosts he fought last night, all of them flying away with stolen money in their hands. He shoots the bag out of one of the midget's hands, but it hits the chasing police car, causing them to crash into a fire hydrant and raising their grudge against him. The ghosts fly through a Circus Gothica billboard, which temporarily hypnotizes Danny when he sees the picture of Freakshow's staff.
After shrugging it off, Danny ends up in Circus Gothica where Sam finds him. Turning human, he hides from the police and watches the opening ceremony with her. As Danny watches, he is once again hypnotized by Freakshow's staff. The ceremony is interrupted by Sam's parents, who have formed an angry mob behind them to boycott the circus, thinking it corrupts children. Freakshow encourages the goths to show the parents their true colors (all black) and to let them see them for who they are. With that, Danny announces to the public that he and Sam cut class, much to the crowd of goths' delight. Sam's parents find the two and they end up in school in a meeting with Principal Ishiyama and their parents.
Given detention, Sam is also forbidden by her parents, who immediately takes a strong dislike to Danny's parents as well, to see Danny and her other "troubled friends", viewing him as a troubled youth. Sam states that her friends are normal, but Lancer then brings in Tucker, who is dressed like Sam.
Back in the privacy of the circus, Freakshow reveals to his minions on how he uses the staff to control ghosts to steal money and goods for him, and that he plans to add Danny Phantom to his little party.
In detention, Sam is upset over not being able to go to the circus while Tucker watches it via his PDA. Seeing the staff from the screen, Danny again is hypnotized and wants to "unleash [his] dark side at Circus Gothica". Leaving his desk to go out the door, Lancer confronts him until Danny overshadows him and causes him to lock himself in the janitor's closet before leaving. Sam and Tucker, shocked at his sudden behavior, follow him to the circus.
At Circus Gothica, a hypnotized and corrupted Danny Phantom, in a Grim Reaper costume, performs for the people. Sam sneaks in backstage where she meets Freakshow. Danny however comes over and immediately jumps out of his trance state when he spots Sam. Freakshow retakes control of Danny and Sam realizes the staff lets him do so. Freakshow commands Danny to attack Sam.
Sam finds herself blindfolded and forced to perform for the people on the tightrope. Danny removes her blindfold and then cuts the rope that holds her, causing her to fall. Seeing her in danger, Danny immediately snaps back to his old self and rescues her before being hypnotized again. Freakshow warns Sam to stay away from Danny.
Sam leaves with Tucker after telling him of how Freakshow is controlling Danny, only to be reunited with her parents, Danny's parents, and the rest of the angry mob. Sam's parents reveal they have a restraining order against Danny.
Danny in the meantime has just robbed Amity Park museum with the other circus ghosts, escaping and attacking the police. The news shows Freakshow, who tells the angry mob to see his show to convince them it's harmless entertainment, then Danny and the other ghosts robbing a bank, and finally reports that Lancer (who is still locked in the closet) is missing. Sam is angry her folks gets to watch a free show and is worried about Danny being stuck under Freakshow's spell. Despite her house arrest, she escapes from her window only to be confronted by her grandmother, who reveals that she too was rebellious when she was younger, and then lets Sam escape.
Sam and Tucker look for Danny inside Freakshow's train, but are blasted out by Danny and the train leaves with Freakshow, Danny, and three of the other circus ghosts. Meanwhile the parents have been bricked inside the circus and are getting attacked by Lydia, Freakshow's other ghost. Jack and Maddie use whatever arsenal they have and commence an attack, defeating the ghosts and Lydia to which the Mansons give gratitude for. The Mansons raging up the angry mob, causing the crowd to smash their way out and allowing them all to escape.
Meanwhile, Sam and Tucker leap onto the train from atop a bridge where they are surrounded by the circus ghosts, Freakshow, and Danny himself. Sam and Tucker are able to break through to Danny, but Freakshow immediately reclaims him. With Tucker's encouragement, Freakshow lifts his staff up proudly, only to have it knocked off as they pass under a pole. Tucker tries to grab the staff but fails, and Danny grabs it. Danny is forced to choose between his friends and Freakshow as both sides try to convince him. The train speeds over a tall bridge and Sam, in backing away from the other ghosts, falls off the train. Seeing his friend again in danger, Danny quickly flies over, drops the staff, and grabs Sam, who passes out for a few seconds. When she wakes up, she realizes that Danny had saved her. The staff falls and breaks, freeing Danny and the other ghosts, who then gang up on Freakshow inside the train.
The train comes to a stop surrounded by police cars and the Fenton RV. Danny and the other ghosts leave the train as the police break in, see Freakshow with his stolen riches, and arrest him. Sam's and Danny's parents both express how proud they are of their kids for capturing Freakshow, but they all still end up grounded. Sam managed to convince her parents to lift the restraining order by wearing the pink floral dress from earlier. Tucker says he feels like they forgot something... namely Lancer, who is still stuck in the janitor's closet.
- This marks the first time Danny turns to the dark side; this would later be repeated in The Ultimate Enemy. Another foreshadowing of that episode is when Danny has red eyes while under Freakshow's control. His evil alter ego Dark Danny also has red eyes.
- When the staff breaks and Freakshow's brainwashed ghosts turn against their "employer", Lydia is nowhere to be found, for she was attacking the trapped audience members in the circus tent and was defeated by Jack and Maddie. "Reality Trip", ultimately reveals that Lydia was and still is working for Freakshow on her own free will, instead of being brainwashed like the other ghosts.
- Allusions: See List of allusions
- Goofs: See List of goofs
- "This is so wrong" seems to be the catchphrase for this episode. Tucker says it when he dresses as Sam, Principal Ishiyama says it when she sees Tucker dressed as Sam, Sam's Grandma says it when she tells Sam to sneak out, and Lancer says it when he is still locked in the closet at the end.
- Despite her general dislike of all things normal, Sam claims that "[her] friends are normal", though this may have only been to persuade her parents.
- When Danny saves Sam when she falls off of the train, his eyes are still red unlike the other times Danny breaks free of Freakshow's control, when his eyes turn green.
- This is the first episode to feature a fully human character as the sole main antagonist.
- When Danny wasn't talking, or doing anything at all, he was staring out in space, with stars around his head. This proves Sam's point about Danny fighting Freakshow's control the whole way through.
- This is the second and final time Jack is wearing a face mask.
- This is the only episode where Danny's parents and Sam's parents are the secondary antagonists for the entire episode.
- This episode reveals that Mr. Lancer hates being locked in the Janitor's closet.
- When the Fentons and the Mansons ground Danny and his friends, they had no authority to do that to Tucker. However, either one of them could have phoned the Foleys who could ground him later.
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