Tormented by a series of scary nightmares, the new girl in school feels isolated and out of place until a mysterious group invites her to join their ranks. All she has to do is tell a truly terrifying story.

When a friend's disappearance seems to be linked to Rachel's story, the Midnight Society decides to attend the Carnival of Doom. Is it the same carnival from her nightmares? And if so - how could that be possible?