Ferret Skerritt - ventriloquist by trade, conman by birth - isn't expecting to find love at the 1898 Omaha World's Fair, a colourful world of flimflam men, snake-oil salesmen, occultists, and scandalous burlesques. But when he crosses paths with the beautiful and enigmatic Cecily, his whole purpose shifts.

Cecily works in the Midway's Chamber of Horrors where she loses her head hourly on a guillotine playing Marie Antoinette; after closing, she rushes off, clinging protectively to a mysterious carpet bag, never giving Ferret a second glance. Until a moonlit ride on the swan gondola changes everything - and the fair's magic begins to take its effect.