When Ren and his younger brother, Kip, are sent to spend Halloween with their aunt Winnie, who runs Old Manor Nursing Home, they’re expecting a boring holiday. But when a strange autumn carnival rolls into town offering them spooky thrills and monstrous delights, they’re told they can ride all the rides they want, if they’re willing to pay the price. . . .

Kip is lured in by the magic of the carnival and makes a bargain with the mysterious Tick-Tock Man for unlimited rides. But Kip cannot imagine the true danger of that bargain, and now Ren has until the end of Halloween night to save his brother, or Kip will be trapped in the carnival . . . forever!