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When a traveling carnival comes to a small town, the proprietor, Mr. Dark (Jonathan Pryce), promises to make residents' dreams come true. But the price turns out to be steep, as those dreams slowly spiral into a nightmare. Now, two boys (Vidal Peterson and Shawn Carson) must try to fight the sinister force infesting the town. Based on a Ray Bradbury novel, this surreal psychological thriller co-stars Jason Robards, Diane Ladd and Pam Grier.