When Benton Stokes, a successful college professor is blackmailed by a student, he suddenly finds his world in crumbles. Left with nowhere else to go, he's forced to return to his father's carnival...a place he had hoped to forever forget about, but when the old man dies, Benton is forced to take over to save the jobs of the colorful collection of inviduals the old man has taken in over the years. But he never quite gets over his past losses and slowly he spirals into a path of murderous revenge. Only Kelsey, a young college student, has any suspicion as to what's going on within the dark carnival...but when no one listens to her, she's forced to investigate the shadowy fair herself.