In this horror opus from director and cult hero Fred Olen Ray, a group of teenagers visit a travelling carnival and encounter the mysterious Dr. Graves (Phil Fondacaro). As Graves lures the unsuspecting visitors into his spell, they soon learn the horrible secret of just how he finds the human curiosities that populate the carnival's freak show. Jamie Martz, Michael Amos, and Jesica Keenan are among the hapless teenagers, and scream queen Brinke Stevens makes a brief appearance as Madame Voloasca.