In Green Town, Illinois, the twelve year-old boys Will Halloway and Jim Nightshade are neighbors and best friends. Will's father Charles Halloway is an old man and the local librarian while Jim and his mother wait for the return of the return of their father and husband that will never occur. The boys know everyone in town, including their school teacher Miss Foley that misses her beauty and youth; the lonely barber Mr. Crosetti that has no girlfriend or wife; the greedy owner of a cigar store Mr. Tetley that is obsessed with money; and the bartender Ed that has severed arm and leg and dreams on being a football hero. One day, Jim buys a lightning rod from the salesman Tom Fury that tells that a storm is coming. During the night, the boys overhear a mysterious train and they run through the woods to see the arrival but they do not see a living soul. However, they find the Mr. Dark's Pandemonium Carnival ready to be enjoyed and they snoop around. Soon they realize that frustrated and ... Written by Claudio Carvalho, Rio de Janeiro, Brazil

The teenager Amy Harper dates Buzz Dawson for the first time and they go to the carnival with their friends Richie and Liz. They smoke grass and have good-time visiting the attractions including a side show with freak animals. The silly Richie suggests the group to spend the night in the Funhouse for fun. During the night, they witness the murder of the fortune teller Madame Zena by a man wearing a mask of Frankenstein from an opening in the ceiling of a room. They decide to leave the fun house but they find all the exits locked. Meanwhile Richie sneaks in the room and steals the money of the manager of the place. The masked man returns with his father and owner of the fun house to show the corpse of Madame Zena; when the man realizes that he had been robbed, he presses his son that removes the mask and shows his horrible face. Richie startles and drops his lighter in the room. The owner asks his freak son to chase the thieves and eyewitnesses in a night of terror for the teenagers. Written by Claudio Carvalho, Rio de Janeiro, Brazil