"By the pricking of my thumbs, something wicked this way comes." The carnival rolls in sometime after the midnight hour of a chill Midwestern October eve. Ushering in Halloween a week before its time, a calliope's shrill siren song beckons to all with a seductive promise of dreams and youth regained. Young boyhood companions James Nightshade and Will Halloway are the first to heed its call. From a place of safety, they watch a midway come to spectral life, their emotions a riot of eagerness, trepidation, bravado, and uncertainty. For they can sense the change that's in the air; that this is the autumn in which innocence must vanish in the harsh, acrid smoke of disillusionment...and horror.

Cooger & Dark's Pandemonium Shadow Show has come to Green Town, Illinois, to destroy every life touched by its strange and sinister mystery. And two inquisitive boys standing precariously on the brink of adulthood will soon discover the secret of the satanic raree-show's mazes and mirrors, as they learn all too well the heavy cost of wishes and the stuff of nightmares. All those who still dream and remember - and those who have heard the whispering but have yet to experience its dark, poetic power - you are welcome. A shadow show like none other is about to begin...again.