In a small anywhere town in any state in America, two young boys- quiet Will Halloway and somewhat rebellious Jim Nightshade-enjoy the ever-shortening days of autumn. When the boys hear about a strange traveling carnival from a lightning rod salesman, they decide to see what it is all about-but Will is fearful, as most carnivals end their tours after Labor Day. When the ominous Mr. Dark, the Illustrated Man, rides into town on a dark midnight, setting up his massive carnival in a matter of seconds, the boys are both thrilled and terrified. It seems to be just another carnival at first, but it is not before long that the forces of darkness themselves are manifesting from the haunting melodies of the carousel-which can change your age depending on which way you ride it-and the glaring Mirror Maze. With his collection of freaks and oddities, such as the Fat Man, Mr. Electro, and the blind Dust Witch, Dark intends to take control of the town and seize more innocent souls to damn. It will take all the wit and hope of the two boys to save their families and friends, with aid from an unlikely ally-Will's father, the town librarian, who understands more than anyone else that "something wicked this way comes".