In Connecticut, Peter Parker and Glory Grant are enjoying a carnival that has come to town. The couple approach the freak tent, where Peter is surprised to hear the barker mention a "six-armed spider-man". They enter the tent, where the ringmaster is shuffling a swamp monster - a monster Peter almost recognizes as the Man-Thing - off stage. The next attraction is the Blazing Skull, a fully aflame skeleton that the crowd immediately declare a fake. Parker realizes that it's not a trick and stands up, asking why the Ghost Rider is in a sideshow. The ringmaster yells for his men, who roughly remove Peter and Glory and toss them out of the carnival. Peter thinks to himself that something strange is going on, that he accidentally used his spider-strength against the carnies to no effect. Glory and Peter get on a bus back to New York, but Peter vows to return as Spider-Man.

At midnight, Spider-Man has returned to the carnival, finding it seemingly deserted. He fights off a group of vicious guard dogs before being confronted by the mysterious ringmaster, who is flanked by the whole of the carnival troop. The ringmaster makes reference to a vow of vengeance against Spider-Man, but Peter claims to have never met the man before. Suddenly, a blast of hellfire nearly hits Spider-Man, alerting him to the presence of the mesmerized Ghost Rider. Spider-Man leads the Ghost Rider on a chase across the giant roller coaster, but as he's winning he's struck in the shoulder by a surprise blast of hellfire that burns his soul. He lands on the ground and is knocked unconscious by one of the carnies.

Later, Spider-Man wakes up in one of the wagon living quarters in the carnival, shackled by chains to the wall. The ringmaster enters and reveals himself as Moondark the Magician, a sorcerer that Spider-Man had fought once before in San Francisco. Moondark reveals that he has captured the soul of Johnny Blaze in his mystical ring, making the Ghost Rider his to control. Following his death months ago in San Francisco, Moondark was resurrected sans soul by his demonic masters and sent back to Earth. He found a job as a magician in the traveling carnival, one by one claiming the souls of the workers - including the temporarily employed Johnny Blaze - and has held them within his crystal soul orb. Moondark unleashes the power of the orb against Spider-Man, who breaks his shackles just in time to shoot a strand of webbing at his foe - the webbing pulls the ring from Moondark's finger, and when it shatters the soul of Blaze is freed. The power of the soul orb fades away with a blast of the Ghost Rider's hellfire, saving Spider-Man, and the two heroes are attacked by the mesmerized carnies. Moondark himself proves immune to the Rider's hellfire, due to the lack of a soul, and the villain uses his power to best both of the heroes. As Moondark calls forth his demonic master to claim the souls of Blaze, Spider-Man, and the carnival workers in exchange for his own, the Ghost Rider blasts the soul orb with hellfire. The orb is destroyed, freeing the souls of the carnies from enslavement, and in return the demonic master claims Moondark instead, devouring him before fading away. The Ghost Rider forms his motorcycle and rides away, leaving Spider-Man to wonder if the temporary absence of Blaze's soul has turned the Ghost Rider into a cruel, less than human monster.

This issue is a reprint of Marvel Team-Up # 91.

Read the Review of Marvel Team-Up # 91.

Grade: B+

Marvel Tales # 256
Published: Dec. 1991 Original Price: $1.00
Cover: Dwayne Turner

Title: "Carnival of Souls!"
Writer: Steven Grant
Artist: Pat Broderick
Inker: Bruce Patterson
Letterer: James Novak
Colorist: George Roussos
Editor: Dennis O'Neil
Editor In Chief: Jim Shooter