Gina, an American art student who moved to Italy to work as an art restorer, is asked by the priest of the local gothic church to clean up an old painting that was found there and which may contain a second, hidden painting that was painted over for some reason. Gina later visits her best friend Catherine who's inherited a nearby castle where she once lived before moving to America as a child. Her old nanny is now the only other person there. The two girls visit a traveling sideshow carnival and invite the performers to the castle for dinner. Both girls fall for the handsome leader of the carnival who unfortunately turns out to be an evil magician and serial rapist. He and his evil dwarf minion drug the girls' drinks and have their way with them. The magician then takes Catherine to his twin brother who has turned into a beastman due to a curse to have sex with her while she's still out. In the morning the girls wake up barely remembering what happened. Gina leaves to work on the painting but Catherine receives visitation from a girl who turns out to be her murdered ancestor. She shows her the portal to the place out of time where the carnival is hiding. Catherine learns that the two brothers have been cursed as punishment centuries ago to turn into beastman each day and never age. She realizes that she and the "good" brother were meant for each other and decides to help him break the curse, even if it means death for all of them.