Defenders of the Earth S01E34 - The Carnival of Dr. Kalihari

Doctor Kalihari's carnival is in town and the Defenders are on hand to see the show. However, Kalihari has taken over the carnival from its owners and populated it with collaborators in his get-rich-quick scheme. Kalihari is infuriated when the Defenders embarrass his mediocre performers, so to get revenge he dupes Kshin into unleashing a magic shrinking potion on them. Flash Gordon, Lothar, Mandrake and the Phantom are shrunk down to three inches, and Kalihari's carnival poses many significant obstacles.