Clifford overhears Mr. Bleakman say that feeding him must cost a lot of money. A carnival act called "Larry's Amazing Animals" has just been in town, and the animals in the show told Clifford about an animal contest with a prize of a lifetime supply of Tummy Yummies. So he decides to run away along with Cleo and T-Bone, join the carnival act, win the contest, and bring the food back.