A small town Halloween festival finds itself intruded upon by an evil carnival with designs upon imprisoning and feeding off the souls of unwary teenagers. Targeted are four high school friends, Beth, Kellen, Nicole and Luke. Beth notices a new kid named Hunter and falls for him. Kellen then meets Lilith (who works at the carnival known as Dr. Hysteria's Hall of Horrors) and starts to fall for her too.
However, Beth notices that Dr. Hysteria's carnival is odd and that her friends have started to act on their more negative traits. This results in Luke turning into a clown and Nicole into a witch. Kellen is later led by Lilith to a movie theater hidden in Dr. Hysteria's attraction, which shows the viewer what they dream or desire most; in his case this would be winning Beth's affection from Hunter. This, however, is what Dr. Hysteria uses to capture new victims to use as monsters in his carnival and to feed on their souls as sustenance because he is an evil demon. Beth is later led to the theater, but is unaffected by what she sees, as she chooses her friends over Hunter; she then learns Hunter and Lilith are Dr. Hysteria's children. They want Beth to join them as her strength is what they seek in family; however, Beth sprays them with a bottle of exorcism materials, paralyzing them. This frees Kellen, their friends and another recent victim. Dr. Hysteria, his children, and his carnival are then sucked through a portal and disappear.
Kellen then finally works up his courage and kisses Beth, to which she tells him that it was about time. The film ends with the Cabinet opening with a white light.
