In a small American town, a diabolical circus arrives, granting wishes for the townsfolk, but twisted as only the esteemed Mr. Dark can make them. Can two young boys overcome the worst the devil himself can deal out?

The little coastal town of Clark's Harbor seems like the perfect place for psychiatrist Brad Russell and his wife to get a little peace and spend more time with each other. But the locals don't seem very friendly and every time a storm rolls in another mysterious death occurs... Could an ancient Indian legend of ghostly tribes and human sacrifice have anything to do with it?

Rebellious teen Amy defies her parents by going to a trashy carnival that has pulled into town. In tow are her boyfriend, Buzz, and their friends Liz and Richie. Thinking it would be fun to spend the night in the campy "Funhouse" horror ride, the teens witness a murder by a deformed worker wearing a mask. Locked in, Amy and her friends must evade the murderous carnival workers and escape before it leaves town the next day.