The carnival rolls in sometime after midnight, ushering in Halloween a week early. The shrill siren song of a calliope beckons to all with a seductive promise of dreams and youth regained.

In this season of dying, Cooger & Dark's Pandemonium Shadow Show has come to Green Town, Illinois, to destroy every life touched by its strange and sinister mystery. And two boys will discover the secret of its smoke, mazes, and mirrors; two friends who will soon know all too well the heavy cost of wishes... and the stuff of nightmare.