The carnival rolls in sometime after the midnight hour of a chill Midwestern October eve. Ushering in Halloween a week before its time, a calliope's shrill siren song beckons to all with a seductive promise of dreams and youth regained. Young boyhood companions James Nightshade and Will Halloway are the first to heed its call. From a place of safety, they watch a midway come to spectral life, their emotions a riot of eagerness, trepidation, bravado, and uncertainty. For they can sense the change that's in the air; that this is the autumn in which innocence must vanish in the harsh, acrid smoke of disillusionment…and horror.