Rachel began having nightmares of a place called the Carnival of Doom, where she would wander around and find the same torturous dreams that rob her of a peaceful night's sleep. Starting a new school wasn't easy for Rachel, especially when she kept thinking about her nightmares. She was a loner, a new student who didn't have any friends. So she occupies her time drawing the one man who haunts her nightmares. But when she throws the drawing away and it's discovered, it leads to her being kidnapped by the Midnight society. It is there that Rachel tells her story of the Carnival of Doom, not realizing it was a real thing, and that it was in town causing many local kids and teenagers to disappear. It's now up to the midnight society to team up with a mysterious woman, to help put an end to the Carnival of Doom and stop Mr. Tophat from kidnapping teens and kids to add them to his carnival. Will they be able to stop Mr. Tophat, or will they too fall victim to the carnival like many others, including the mysterious woman helping them?