Penelope and the Ant Hill Mob go to a carnival. While Penelope is riding the loop-the-loop, the Hooded Claw locks the door on her and spins the ride rapidly, hoping to launch her into space. She manages to pick the lock and escapes. The Hooded Claw grabs her again and ties her to an oversized duck in a shooting gallery. The trap is set to drop a suspended merry-go-round over the game tent after a shooter hits enough ducks to light up the score counter. Dum-Dum wanders in and is persuaded by The Hooded Claw to give it a try. Dum-Dum, not knowing that Penelope is in danger, says that he is a born sharpshooter. Soon the rest of the Ant Hill Mob step in, rescue Penelope, and the merry-go-round crashes in upon The Hooded Claw and the Bully Brothers.

In the final peril, Penelope is tied to the tracks of a rollercoaster. A lever that releases the rollercoaster is set up to be struck by a counterbalance when a bird has finished eating its birdseed in a bowl. The coaster then must complete a