Space Ace and the Space Mutts go to the circus to get a little rest and relaxation. The lights go out and when Space Ace turns his light on, they find that everything has been stolen, even their clothes. It seems the evil Space Clown is behind it and he takes off to his hideout.
Space Ace and the Space Mutts don their extra uniforms and take off after the Space Clown. They follow him into Uglor's part of space and are wary of going in. The Teen Force contacts them and tells them that they will keep Uglor at bay while they capture the Space Clown.
They make it to the Clown's big top hideout and mayhem ensues. They are able to capture the Space Clown and they take his ship in tow. Astro tries a trapeze act as they are flying and lands in Space Ace's lap, much to Ace's dismay.