The small town of Arkham awakes to find a traveling carnival outside its borders. Lilith's Carnival seems a simple diversion. Or is it-for those special enough to receive a red ticket? It's good for any show, but of course, it's their choice to use it-it's always their choice. Sheriff Jim McNee finds it odd a carnival would appear overnight. The owner, a tall, black haired beauty, explains that in the darkness they simply took a wrong road and, since she loves playing to small towns, decided to setup. However, the disappearance of several townspeople and the brutal death of one teenaged boy soon cast a dark cloud over the carnival. Johnny Solom, a man on the run, convicted for the disappearance and assumed murder of his girlfriend, followed the trail back to Lilith's Carnival, the last place he saw her alive. Johnny doesn't know of the dark evil that awaits him-an evil that could consume him-an evil that knows who he is. These men, destined to meet-one man running from the law, the other is the law-both have one thing in common: discovering the secret of the Dark Carnival.