Three hours after midnight, one week before Halloween, Cooger & Dark's Pandemonium Shadow Show rolls into Green Town, Illinois. A carnival like no other, it feeds on the dreams and weaknesses of those drawn to its eerie attractions, destroying every life touched by its strange and sinister mystery. Two boys--best friends Will Halloway and Jim Nightshade--are about to learn the secret of its smoke, mazes and mirrors as they confront a nightmarish evil that will change their lives forever.