TWA Flight 101 arrives at Kennedy International Airport at 7.30pm, right on schedule on a warm New York evening. Returning home after a grueling flight halfway around the world, Nightcrawler’s girlfriend Amanda Sefton strolls through the terminal with an aching body, ready for a bath and expecting a ride home. As she wonders where her boyfriend Kurt Wagner is, he suddenly swoops to meet her, hanging upside down, held there by his prehensile tail and planting a kiss firmly on Amanda’s lips. He is clearly in a jovial mood and asks if she missed him but Amanda replies in mock anger, “You, you elf!! Where do you get off scaring me like that?” She says he’s impossible but Kurt replies, “I know, it’s my best feature.” She tries in vain to stay mad at him but because he’s “so darn cute”, she submits to his charm and kisses him, telling him she’s missed him a lot.
As they stroll towards his ride, Amanda asks him why he’s in costume as it’s a bit conspicuous and he replies that he didn’t have time to change as Cyclops put the X-Men through an extra-long workout in the Danger Room. He did however allow Kurt to drive to the airport in the Rolls-Royce which Kurt loves. Asking Amanda how her flight was, she replies that it was the same as usual and she now has a few days off before her next trip. Kurt adds that he too has been given a few days off by ‘Cyke’ and he wants to make beautiful music with her. As he speaks however, he notices a strange plane and points it out to Amanda. She says, “It’s a privately-owned 747 - so what?” but Kurt tells her to take another look at the logo on its tail. The stylized ‘A’ is the personal symbol of Arcade, the insane assassin. Amanda knows Arcade and nervously says that if that crazy hired killer is here, she wants to be somewhere else, fast. Nightcrawler feels obliged to investigate though and asks Amanda to stay by the Rolls while he checks things out. Amanda shouts, “Kurt, No!” but the X-Man is already on his way.
As he sprints across the space between the Rolls and the 747, he is already thinking about his plan of action. He notes that there isn’t much light around giving him plenty of shadows to hide in. As he ascends the staircase to the plane’s doorway, he recognizes the danger he is placing himself in but thinks ‘what is life without a little danger.’ As he enters the plane, he is amazed by the pinball machines inside and thinks Arcade is a man after his own heart - if only he wasn’t as mad as a March hare, and an assassin to boot. Automatically, Kurt’s thoughts flash back several months as he recalls the Lincoln Center ambush.
Arcade captures and toys with Nightcrawler, Amanda and the X-Men, before placing them in Murderworld but after a harrowing time in there, Arcade and Miss Locke inexplicably letting them go.
Suddenly, Kurt hears a vehicle approaching and immediately recognizes the Texan twang coming from inside it. It turns his heart to ice. Inside the car, Arcade, his assistant Miss Locke and Amos Jardine are discussing recent events. Arcade and Jardine have been arguing and Arcade now tells him he has nothing more to say. Jardine asks him to be reasonable but Arcade tells him to stick his reason in his ear. He says he was hired to kill Spider-Man, they had an agreement, and Jardine broke it. They were now through. Kurt realizes they are about to enter the plane and teleports back to the Rolls Royce which Amanda is crouching behind. She thanks heaven he is all right but he asks her to hush as they aren’t out of the woods yet.
Arcade is clearly upset about the deal Jardine has reneged on. He was hired to kill Spider-Man but Jardine replaced him with another hired killer; “some cut-rate costumed punk” as he calls him. He even asked Arcade for his deposit back. Suddenly, he sniffs the air inside the plane and notices the smell of brimstone which he knows must have come from Nightcrawler’s teleportation (it’s a particularly memorable stench). The night was starting to look up for Arcade.
At the car, the stocky Amos Jardine complains about Arcade to Miss Locke who advises him to fear her boss, as he should fear her. Jardine turns and tries to grab her, saying he’s broken men three times her size but Miss Locke is far too skilled for the likes of him and throws him easily onto the car’s hood. She tells him he’s made her angry, and he shouldn’t make her more angry or he might find himself trapped in Murderworld, facing the fate he had intended for Spider-Man. Kurt and Amanda are by now crouched behind their car and he asks her to follow his lead. He figures that despite his reservations about getting her involved, he feels it is safer than leaving her behind where Arcade might find her. The pair climb into the trunk and huddle together.
The vehicle travels from the airport, west to Manhattan without stopping with Kurt and Amanda listening to Jardine’s vitriolic tirade, not directed at, but listened to by his chauffeur. He is scared, humiliated by Miss Locke and angry that his deposit has not been forthcoming. He says he was going to see the wall-crawler dead tonight just like he’d planned; then he was going to recover his money and, “break that pipsqueak Arcade and his dragon lady friend!” Kurt meanwhile still finds the ability to joke and tells Amanda, “you have no idea how long I’ve waited ages to get you in a position like this. She replies, “I’ll bet, watch the hands and tail, bub!” and then asks, “Kurt - why do you sound so bitter every time you mention Jardine’s name?” He then recounts how many years ago, in Germany and before he joined the X-Men, he was a trapeze flier in a little provincial circus. He was good and felt happy there. Then, Amos Jardine had bought the circus and took him off the high wire and trapeze and instead, placed him in a freak show. That night he ran away from the circus and the only home he’d ever known. Two days later he joined the X-Men.
The car stops in an underground parking lot and the occupants leave. Kurt and Amanda clamber from the trunk and decide to follow Jardine. Amanda asks him if they can call the police or something but he asks, “What would we tell them?” and adds that tonight and assassin will try and murder Spider-Man tonight and like it or not, it was up to them to stop him. As the couple open a door, Kurt is too entranced to speak as he witnesses a circus in full swing, a sign above them reading ‘The Greatest Show on Earth.’ The vast floor of Madison Square Garden has been transformed into a wonderland of indescribable beauty and excitement. Kurt feels a familiar ache in his stomach as he watches the magic unfold. Amanda was surprised, exclaiming, “A….circus.” Kurt wonders how such a corrupt man like Jardine can bring such joy to so many people. Kurt knows somewhere in the audience is Spider-Man and Jardine’s hired killer. Thinking logically, Kurt knows that both he and Spidey have similar powers and costumes, and a burst of agility mixed with a red and blue figure moving quickly might flush the killer out and tip his hand by taking a shot at him instead. Amanda kisses him and asks what if Spider-Man isn’t even here. He could be killed. Kurt replies that he knows but he has to try.
Grabbing a rope, Kurt hoists himself upwards and swings across the vast venue and as he has planned, a young woman in the crowd shouts, “Look! Up there! It’s Spider-Man.” In the crowd, Jardine gloats to himself how Spider-Man couldn’t resist his challenge in the papers to prove his web-swinging was more exciting than his high wire acts. Elsewhere in the crowd, Peter Parker, armed with his trusty camera was taken aback, knowing it couldn’t be Spidey up there as he is Spider-Man. Nightcrawler meanwhile moves briskly across the arena and almost becomes lost as the roar of the crowd acts as a kind of drug, reminding him of past glories. He knows that if he keeps mobile, he will be a difficult target. The assassin’s name is Cutthroat and pinpointing Nightcrawler in his sights, he takes his shot which he hopes will establish a reputation for himself. He doesn’t intend to make any mistakes.
As the weapon is fired, Spider-Man himself swings into action. Peter Parker realizes he has changed just in time as his spider-sense is tingling like crazy. He recognizes Nightcrawler and notices some kind of rocket heading towards him. Instinctively, Spider-Man grabs the X-Man and the rocket explodes behind them as it hits the floor. The explosion however helps knock Nightcrawler from Spider-Man’s grasp and as Kurt greets Spidey, before hurtling to the ground below. As Spidey manages to attach some webbing to a scaffold, Nightcrawler uses his tail to wrap around a trapeze swing, breaking his fall but not without a little pain. Amanda is watching events from the wings next to a clown and notices that the crowd loves the action, believing this is all part of the act. She knows that as long as the sniper remains hidden, Nightcrawler and Spider-Man are sitting ducks.
Cutthroat aims his weapon once again, this time at Spider-Man, thinking to himself that Spidey’s pal faked him out once, but it won’t happen again. Parker’s spider-sense tingles and he leaps intuitively out of danger. However, this time the rocket releases some kind of sonic screamer which causes Spider-Man more pain than he can handle. Kurt notices him fall, with little intention of saving himself and manages a double teleport, catching Spidey before he splats on the ground. A third shot is fired and Spider-Man has recovered enough to fire his webbing at Kurt, knocking him backwards and out of trouble. As shrapnel sprays the arena, the crowd cotton on to the fact that this isn’t supposed to be in the script and begin to panic, heading for the doorways. Jardine is furious as Cutthroat promised him a quick, clean kill in center ring. The publicity would have been worth millions but instead the whole thing is turning into a fiasco.
As Nightcrawler and Spider-Man wonder where their enemy is located, Amanda rushes out to them and points out their foe’s position, up on the roof. She had seen an ignition flash an instant before the last rocket had hit. Spider-Man swings in that direction and Nightcrawler keeps up by teleporting just outside a window which Cutthroat is behind. He smashes through it and confronts the assassin who is dressed in a green cape and holding the weapon in his left hand. Kurt knows the leaps put a strain on him but feels it will be worth it if he can catch his foe off guard. This he does, and he manages to grab Cutthroat and says, “Pardon my dropping in on you like this, but I really do take exception to people trying to kill me, even by mistake! By the way, I’m Nightcrawler, who are you?” Cutthroat is surprised at Kurt’s appearance and exclaims, “you - you’re a monster!” Kurt replies, “Nope - an X-Man!” and punches Cutthroat in the chest with force. Unfortunately for him, the assassin is wearing some body armor and Kurt’s hand feels like it has been pulverized. In response, Cutthroat delivers a left hook which knocks Kurt hard onto the floor.
Spider-Man then appears through the broken window and, sensing no danger, enters as Nightcrawler lets him know he isn’t dead. The pair of heroes then take up the chase and Spider-Man realizes that Nightcrawler is probably more hurt than he is letting on. As they move through the crowd of people fleeing the arena, one of the men in the crowd asks, “Hey, what’s that guy doing in the Menagerie?” Nightcrawler and Spidey see Cutthroat releasing the animals from there and know that if he manages to stampede them, there will be serious repercussions. Cutthroat indeed fires a few shots into the air to rile the animals enough to confuse and terrify them into running amok. Spider-Man tells Nightcrawler that he’ll take care of the animals while he goes after their foe. He thinks it reminds him of the time he fought Kraven as he got caught in a stampede then too; and got trampled. This time though, the close quarters of the tunnel they are in work to his advantage as he webs up the elephant with a web-wall and before taking similar care of an approaching tiger.
Kurt meanwhile is confronting Cutthroat and only just manages to avoid a blast. He knows the assassin is fast while he is tired and hurt and that gives his opponent an advantage. He bluffs however and doesn’t let on, instead talking to Cutthroat, saying he’ll never escape and he may as well give up now and save everyone a lot of unnecessary grief. Cutthroat though isn’t going to pass up this chance to be somebody and fires another round at Kurt who believes the dart is heading past him, only to find it explode right next to him in a flash of bright light. Now unable to see, Kurt is easily grabbed by the hair as Cutthroat aims his gun at Kurt’s head and tells him that despite spoiling things for him as far as killing Spider-Man goes, he will still have the satisfaction of blowing him away. As the trigger squeezes back, a ‘thwip’ is heard as webbing blocks the end of the gun’s barrel and the dart backfires, igniting the other darts in the gun which explodes, knocking the assassin backwards to the floor. He is unconscious before he lands.
Meanwhile, in the car park, Amanda Sefton is wondering where the police are as she called them a while back, when Amos Jardine grabs her and tells her that as long as she cooperates, she’ll be fine. Trying not to panic, Amanda tries to pretend it is a skyjacking and remembers her training. Just as they arrive at the car, Jardine opens the door and Cutthroat falls out, wrapped head to foot in webbing. Spider-Man and Nightcrawler approach him and Jardine is more than surprised to meet Kurt again after all these months. He quickly grabs Amanda and tries forcing her towards the car and Kurt knew that his next move must be a masterpiece of speed and timing. He teleports behind Jardine and reaches for his gun which goes off, but the bullet heads skywards as Kurt bends Jardine’s hand in the confusion. Reacting to Kurt’s enterprise, Spider-Man throws a ball of webbing at Jardine which startles him, allowing Spidey to deliver a knockout blow to the chin. When Spidey looks at the unconscious figure of Amos Jardine, he notices a small dart with the letter 'A' stamped on it. Kurt knows it is A for Arcade and Spider-Man says it looks like they have their own guardian angel looking after them. He asks Kurt if he wants to check it out but he replies that he’s had enough excitement for one night and all he wants now is some T-L-C. Amanda agrees and tells Spider-Man it has been nice meeting him as the pair leave. Spidey says likewise before realizing that once again, he has been left with the mopping up.