When a mysterious Circus appears in Landers Grove one would be inclined to think of elephants and candyfloss, of delighted kids and smiling parents, but one would be sadly mistaken. The small town of Benedict has become the host of something wicked and insidious, a circus not of this world, and the black worms manifesting in BJ Cobb's upstairs wardrobe are just the tip of the of the iceberg. Eddie Holstrom, a teenager who struggles with the memories of a father he only remembers in his nightmares, notices the Circus posters while skating down Main Street. Little does he know that this is the beginning of something that can spell the destruction of Benedict. Befriending a faithless pastor and a frightened horror writer ties a far-reaching bond of destiny upon which the fate of Benedict rests. The three friends must find their courage, faith and hope, to fight the darkness that is descending on the small town. But will they accept their destinies before the evil force destroys them all?