One strange and dark year long ago, Halloween came early. It came on Oct. 24, three hours after midnight, to be precise. The exact same time that Cooger and Dark's Pandemonium Shadow show rolled into Green Town, Ill. As the town clock chimes 3:00, James Nightshade and William Halloway leave their beds to watch the train pull in, but there is no one manning the locomotive and no one in the cars behind. Yet the siren song of a calliope beckons all with impossible dreams and youth regained. First lured by its promises, the two boys will soon discover the diabolical truth about the carnival. Behind the Egyptian mirror mazes and the spooky cast of characters, including the Illustrated Man and deadly Mr. Dark, the cost of wishes can be the stuff of nightmares. Only Jim, Will and Will's father can save the town from the sinister carnival that threatens to destroy it and them.