Two young boys, Will Halloway (Walker Scobell) and Jim Nightshade (Mason Thames), encounter a sinister, traveling carnival led by the malevolent Mr. Dark (Antony Starr). The carnival preys on the townspeople's desires, offering to fulfill their secret wishes in exchange for their souls. The boys, along with Will's father, Charles Halloway (Mads Mikkelsen), must confront the carnival's dark magic and learn to combat fear and temptation to save their town.
