Carnival of Chaos is the 27th episode of Dinosaur King, in Series 1.
The Alpha Gang has run out of money, again (actually, they never recovered from any previous time), and they can't buy any food, Helga putting the A-Team to work growing crops so meals will have a menu. Seth, however, comes up with the idea to put their many dinosaurs (that they didn't have in any previous episode and don't have in any later one) to work to raise money.
Aki is showing Zoe some old photos, telling how Dr. Taylor proposed at the old amusement park in town and admitting that he's forgotten today is their wedding anniversary. While Reese works on upgrading the Dino Holders at the D-Lab, Zoe and the D-Team orchestrate to take the Taylors to the newly reopened and suspiciously dinosaur-themed amusement park to jog Spike's memory of what today is. As soon as they arrive, the boys (including Spike) completely forget that there is any important reason they came to the park other than to have fun, scattering. Rides based on dinosaurs are everywhere: a Supersaurus-supported roller coaster, Pteranodons atop flying chairs, a Futabasaurus-mounted submarine, something spun by a pair of Carcharodontosaurus, but Rex stays with Aki to avoid the intense rides…and recognizes a familiar island offshore.
The park has been commandeered and repurposed by the Alpha Gang, meaning all of its dinosaurs are real, and its ticket sales are being used by Helga to buy groceries. Just then, however, Seth tells Dr. Z that because the dinosaurs haven't eaten in a long time, their Alpha Controllers are losing their influence and may soon begin to fail, letting the starved and confused dinos loose in the amusement park. Meanwhile, while ridding a roller coaster, Spike gets a glimpse of the Ferris wheel where he'd proposed to Aki, and realizes with horror what today is, that he completely forgot, and that he has no present! Ursula, Zander, and Ed are dispatched to keep the dinos' thought off of food for as long as possible, without much success (as it turns out, Daspletosaurus don't like the taste of wooden signs with pictures of what vaguely resembles french toast on them).
The Taylors and D-Team reunite as, one by one, Alpha Controllers begin to fail on all the dinosaurs throughout the park! Wanting to enjoy the park, Rod and Laura sneak off with a pair of Alpha Scanners. A Styracosaurus tries to attack Aki, but Spike uses his lasso/whip to knock off the control device, and the dinosaur goes back into its card, which is retrieved by an Alpha Droid, making Aki think it was only a hologram. While Spike takes Aki on a boat tunnel ride to keep her distracted, the D-Team have their dinosaurs run around in their chibi forms, knocking off the control devices of most dinosaurs.
When Reese sees the dinosaur signals on the revamped Dino Holders, she rushes to drop them off to the D-Team via plane. Chomp, Ace, and Paris are summoned into their full-sized forms to easily finish off the last loose dinos. Then Rod and Laura arrive and summon Terry and Spiny, and another dino fight ensues, but is cut short by the return of Helga with the groceries. Rod and Laura escape back to Zeta Point and toss their Alpha Scanners to the A-Team, who, entirely unprepared, are defeated in seconds. As Zeta Point floats away, the A-Team jumps on a rocket to fly after the island, but the side of the rocket reads "Danger … Highly Explosive … Fireworks" (the Japanese symbols are removed in the dub).
As the fireworks explode, the Taylors ride the Ferris wheel, and Spike plays on his harmonica to Aki the same tune he played when he proposed, as the amusement park is gradually replaced with the Dinosaur World backdrop (in later episodes, Aki has no memories of Dinosaur World, so it may only have been for dramatic effect for the audience's sake).
D-Team vs. Acrocanthosaurus/Suchomimus/AltirhinusEdit
The D-Team summons their dinosaurs to subdue the last three loose dinosaurs. Ace rams into Acrocanthosaurus, then jumps on it and knocks off its Alpha Control Chip, defeating it. Chomp slips under Altirhinus and throws it away, running over and knocking off its Alpha Control Chip, defeating it. Paris uses her high-pitched call to force Suchomimus to back up, then charged and crashed into it, knocking off its Alpha Control Chip, defeating it.
D-Team vs Rod/LauraEdit
Rod summons Terry, and Laura summons Spiny. Chomp tries to shoot Spiny with Lightning Strike, but he dodges it, allowing Terry to burn Chomp with Volcano Burst. Ace tries to get Spiny with Cyclone, who dodges it again. Paris tries using Stomping Hammer on Terry, smacking him a few times with her tail, but Terry kicks her back before the Move could be completed. Spiny uses Tail Smash on Chomp. Before Rod could activate Blazing Spin Attack for Terry to hit Chomp, Helga is spotted, and Rod and Laura retreat.
Rod/Laura leave, A-Team takes over
D-Team vs. Alpha GangEdit
After Rod and Laura retreat, they hand off their Alpha Scanners to the Alpha trio, who don't even realize a battle has been going on. Chomp hits Terry with Lightning Spear, defeating him, and Paris uses Metal Wing on Spiny, defeating him too. Then the Alpha Gang gets hit with a stray bolt of lightning.
(the A-Team is trying to appease Daspletosaurus with a sign board picturing food in lieu of actual food)
-Ursula: "Ta-a-ake it easy there, big guy, we're going to have plenty of food for you in just a little while. For now, look at this picture, and…'visualize'."
-Zander: "What's that supposed to be, french toast?"
-Ed: "Daspletosaurus is a carnivore, you know."
-Ursula: "Well too bad, I don't have a sign for meat."
(wood chips fall from above, and the A-Team looks to see that Daspletosaurus has taken a bite of the sign; they scream and run, and Daspletosaurus hops over its 3-foot-high fence to chase them)
(all the dinosaurs' control devices have failed)
-Zander: "What now? They're all completely out of control!"
-Ed: "They need food. Should I go get some popcorn?"
-Ursula: "I think we should reach deep inside and do what we always do when the going gets tough.—Run for our lives!!"
-Zander & Ed: "Good idea! Wait up!"
- Blazing Spin Attack move card (mentioned, not used)
- Every dinosaur previously seen in the series has at least a cameo appearance in this episode, with the exceptions of Pachycephalosaurus and Alpha Acrocanthosaurus.
- Many of the dinosaurs that appear in this episode have different roars than they do in their other episodes, while in the original dub they still keep all their original roars.
- In the menagerie of dinosaurs returning to their cards, two different Ankylosaurus are seen, as well as there being two Carcharodontosaurus turning a ride. Also, the park's Pteranodon trio are colored pink, yellow, and green instead of their normal blue.
- As of this episode, the Dino Holders' top segments split open to display an array of cards, shooting the selected Move Card into the air to be caught instead of simply spitting them out the top.
- A Grass Move Card is mistakenly shown in stock animation when Zoe uses Stomping Hammer: it's a Normal Move.
- During its rerun, this episode was dedicated to Maddie Blaustein.
- This episode has several of the biggest plot holes in the series: 1) how the Alpha Gang in the first place had doubles of dinosaurs the D-Team had previously captured, 2) why the D-Team wasn't surprised by this fact, and 3) why the D-Team never rescued or tried rescuing these dinosaurs, instead letting the Alpha Droids gather all of the falling cards, even when the cards were right in front of them.
- This episode can't be discounted from continuity, either, as the upgrade given to the Dino Holders here carries over to every episode that follows.