Four teenagers, Amy Harper, Buzz Klemmet, Richie Atterbury and Liz Duncan, travel to the carnival which has just come to town, for some fun. As the night begins to come to an end, Liz suggests they stay the night in the funhouse. They all agree and decide to take the last ride before the attraction shuts down. As they stay in the funhouse, the four witness and horrific murder aganist a psychic reader by a very big man in a frankenstien mask, also Richie takes some of the money earned by the man who runs the funhouse. The owner is furious about the missing money and sends his son, Gunther, who killed the reader, to take care of the thieves. Now the four are locked in the funhouse, being stalked and killed one by one, by the FREAK in the frankenstain mask who really is a horribly deformed and mentally challenged man.