A small town Halloween festival finds itself intruded upon by an evil carnival with designs upon imprisoning and feeding off the souls of unwary teenagers. Targeted are four high school friends, who's two leaders, Kellen and Beth (not quite a dating couple), suddenly find themselves with alternate romantic choices (namely, carnival temptress Lilith and tall, dark, handsome transfer student Hunter). As the stroke of Halloween midnight approaches, who will wind up entombed in the carnival's dire Cabinet of Souls forever?