Many trains have been stolen by Shock Holiday's gang where Shock Holiday is holding them hostage until the Railroad President pays a huge ransom. When Marshall Moo fails at capturing the thief, Sheriff Terrorbull challenges him to see who catches Shock Holiday first and the loser will have to leave Cowtown.

The Great Bovini's Wild West Circus comes to Cowtown, but amusement of the masses is the last thing on the mind of the ringmaster The Great Bovini as he uses a special stone to mesmerize anyone into stealing money. In order to keep the Cowinoor Diamond from being shipped to the Jersey City Museum, Mayor Bulloney, Saddle Sore, and Boot Hill Buzzard approach The Great Bovini to help them steal it which doesn't go well as Boot Hill Buzzard is unaffected by The Great Bovini's stone. Now the C.O.W.-Boys must work with Boot Hill Buzzard into thwarting The Great Bovini and freeing the townspeople from his control.