Professor Von Gimmick builds an Amazement Park and Atom Ant is confused. He thought he was building an Amusement Park. The professor explains that the Amazement Park was built with military surplus items and it is meant to deter any enemies. While Von Gimmick is showing Atom Ant the items in the Amazement Park, it goes haywire and the professor can't stop it.
Atom Ant must first defeat a bomber that is dropping bombs on the city. He first catches the bombs and throws them into the ocean and he then grabs the plane and it goes in the drink too. Then a cannon fires a shell and Atom Ant disarms it and directs it to a vacant lot. Then some tanks approach the city and Atom Ant takes away the bridge for a bit and the tanks fall into the river.
Atom Ant confronts the professor and demands that he build an Amusement Park under his supervision. the professor does and now it is a great place for kids and the professor is anxious to ride the merry-go-round himself.