It's the week before Hallowe'en, and Cooger and Dark's Pandemonium, Shadow Show has come to Green Town, Illinois. The siren song of the calliope entices all with promises of youth regained and dreams fulfilled, but everyone touched will be destroyed, for Mr Dark collects souls. And as two boys trembling on the brink of manhood set out to explore the mysteries of the dark carnival's smoke, mazes and mirrors, they will also discover the true price of innermost wishes ...