Clancy and his carnival of misfits, roll into a sleepy mid-western town for their annual Halloween festival. Some are looking for a good time. Clancy has something else on his mind.

After breaking-up with his girlfriend Veronica, the unemployed John Hare rents a cheap room in an old boarding house owned by the nice Martin Stone and the landlord tells him that the house is crowded by discreet persons. John does not see any other tenant but a bizarre old woman in the house and during the nights, he sees weird things on his television and hears violent knocks on his door. When John calls Veronica, she notes that he is near a breakdown after many sleepless nights and decides to stay with him. However, Veronica vanishes during the night, leading John to an ultimate decision.