Dr. Kalihari's carnival is in town and the Defenders are on hand to see the show. What they don't know is that Dr. Kalihari has taken over the carnival from its owners and populated it with collaborators in his get-rich-quick scheme. Kalihari is infuriated when the Defenders embarrass his mediocre performers, so to get revenge he dupes Kshin into unleashing a magic shrinking potion on them! Steadily getting smaller --until they will eventually vanish- our senior heroes battle Kalihari, his cohorts, dogs and common household items which pose significant obstacles to 3 inch people, before finally locating the magic antidote potion which restores them to their original size. Once again the "normal" Defenders of the Earth, they waste no time in disposing of Kalihari's gang and restoring the carnival to its rightful owners.