Dana hates carnivals, but when his boyfriend surprises him with tickets for their anniversary, he feels obliged to go. He accompanies his group of friends to The Carnival From Mars and manages to have a good time. When they have the idea to stay after hours in the freak house full of fake monsters to fool around, the night takes a drastic turn the worst when they find out the creatures aren't fake. In their desperate attempt to escape, they find they are trapped inside the carnival with a deranged barker and his precious pets, with no hope of surviving the night.
