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 story takes place between Ghost Rider (1973) # 40 and Ghost Rider (1973) # 41.

Ghost Rider and Spider-Man last encountered one another in Marvel Team-Up # 58.

Moondark returns to menace Johnny Blaze in Ghost Rider (1973) # 56.

Johnny Blaze and the Ghost Rider would join up with a different carnival, namely the Quentin Carnival, in Ghost Rider (1973) # 63, where they will remain until the conclusion of the series.

Moondark's use of the Ghost Rider as a weapon would have quickly backfired on him even without Spider-Man's interference - it is revealed in Ghost Rider (1973) # 44 that the Ghost Rider and Johnny Blaze cannot survive without one another, and will grow increasingly weaker until death unless their souls are reunited.

This issue is reprinted in Marvel Tales # 256 and the Ghost Rider Team-Up trade paperback.

Ghost Rider returns for his third co-starring story in the pages of Marvel Team-Up, and it has dawned on me that these three issues - spanning years between them - can be used perfectly to sum up the changes that Johnny Blaze had undergone in his journey as the Ghost Rider.

When Spider-Man and Ghost Rider first met, it was within the first year of the series and presented us with a Johnny Blaze that was still in control of the Ghost Rider and still owner of the Crash Simpson Cycle Show. A few years later, when they met again, Blaze was working for the Stuntmaster television show and was just starting to lose his grip on controlling the demon inside him. Now, with this issue, Spider-Man is presented with a Johnny Blaze who has literally lost all control on the Ghost Rider, making them separate entities sharing the same body.

As with most of the normal superheroes that he encounters, the Ghost Rider scares the hell out of Spider-Man more and more with each subsequent team-up, and the full-out horror of the character is shown with superb detail in this story. Carnivals themselves are a great setting for horror stories, and with the Quentin Carnival's introduction still a good two years away this is a nice glimpse of the Rider's soon-coming status quo. The mystery and atmosphere is what makes this story work, and though you'd think Spider-Man would feel out of place, it's to writer Steven Grant's credit that he fits the hero in seamlessly as the outsider in this newly-discovered world of scary business.

The villain of the piece is Moondark, a character that had only appeared once before in an early issue of Team-Up that featured Spider-Man and Werewolf by Night. He's a bit of a one-note character that, while he works effectively well in this story, never really amounts to anything when he's imported to the rogues gallery of the regular Ghost Rider series. What's interesting, though, is how many similarities there are here to Moondark and Centurious, who will debut a few years later with much better characterization and a much better back story.

Artwork for this story is handled by Pat Broderick, an artist who just sort of hovered on the periphery of comic fans' consciousness throughout the 80's and 90's, illustrating books like Doom 2099, Micronauts, and Firestorm, without becoming a break-out star. His work on this story is very good, stylized but not distracting, and his rendition of the Ghost Rider himself is appropriately horrific and terrifying. He does a fantastic job handling the moody atmosphere of the carnival, and overall just does some nice work.

Essentially, this issue of Team-Up completes the accidental trilogy of Spider-Man/Ghost Rider stories through the Blaze/Zarathos years, and I definitely recommend fans tracking it down.

Grade: B+

Marvel Team-Up # 91
Published: Nov. 1980 Original Price: $0.40
Cover: Rich Buckler

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