Small-town twelve-year-olds Will Halloway (Vidal Peterson) and Jim Nightshade (Shawn Carson) are ecstatic, come fall, to find a late-season carnival arriving mysteriously in their town overnight, run by the sinister yet charismatic Mr. Dark (Jonathan Pryce). At first, it seems a carnival like any other, though the carousel is broken and the sideshow “freaks” are a little creepier than usual. Then strange things start happening around town, some mysterious people appear and some town natives disappear or are strangely changed. Jim and Will begin to suspect that the carnival is offering more than just family fun; investigating with the help of Jim’s father (Jason Robards), they find that Mr. Dark is in fact offering to fulfill people’s dreams—at the price of their sanity. The two boys must then find a way to thwart, and hopefully destroy, Mr. Dark and his employees without allowing him to play on their own fears to bring them over to his side.