Rebellious teen Amy defies her parents by moving to some carnival that's dragged into city. In tow are Buzz her boy friend, and also their friends Liz and Richie. Thinking it'd be interesting to spend the night at the campy"Funhouse" horror ride, the adolescents witness a murder with way of a deformed worker wearing a mask. Founded in, Amy and her friends must evade the murderous carnival workers and escape a day later before it leaves town.