The Bumbling Brothers Circus comes to Frostbite Falls, Minnesota. Rocky and Bullwinkle decide to go. It is a normal circus, except Boris Badenov is disguised as a lion tamer. It appears he succeeded as the episode ends. The Fractured Fairy Tale is "The Elves and the Shoemaker", where an artist hates painting because he always wanted to be a shoemaker. Dudley Do-Right of the Mounties "Railroad Tracks" shows an epidemic of people being tied to railroad tracks. The solution is hilarious.