When a traveling freak show comes to they’re town, two best friends, Darren (Chris Massoglia) and Steve (Josh Hutcherson) decide this is a show they cannot miss. Without the consent of their parents and the outright disapproval of their teacher, they sneak out to go see the show. After the show is canceled by towns people who storm the performance, the two get separated while trying to flee from being seen by they’re teacher. Darren ends up in the dressing room of the lead performer, Larten Crepsley (John C. Reilly). He then steals a much cherished pet from Crepsley. In turn the pet ends up biting his friend Steve, and he becomes very ill. Now he must go back and tell Crepsley what he has done, so that his friend can be cured.