As The Tick and Arthur return to The City from a trip, The City is too quiet. Soon, they learn that a clown is terrorizing the city. Unfortunately, The Tick is knocked into his own mind, for a journey of discovery.
Arthur falls for a new flying girl, Carmelita, so the Tick carves himself a new sidekick. In the mean time, the city is in the path of the giant whale Blow Hole who is running across the country.
The Tick and Arthur defeat Venus and Milo with the help of the janitor. The villains later disarm our heroes, and use the arms to make robots that (sorta) look like our heroes.