When a mysterious carnival comes to town, Nelly is determined to get the inside scoop before it's grand opening Thursday night. Wednesday morning, Nelly slips past the teacher's watchful eyes during recess to the half set up fair grounds. Worried for his best friend, Trevor anxiously follows Nelly in hopes of changing her mind and getting her back to school before either of them can get in trouble. Little do they know, what unravels at the fairground is about to change the course of their weekend, and their lives, forever.