Modern film noir starring Mike Patton and Karen Black. Jimmy (Jak Kendall) is a shy, gifted hermit living in an emotional prison created by his older brother David (Patton), an abusive alcoholic, and his mother Eleanor (Black), a religious fanatic. Comforted by the neon glow of a travelling carnival and its premier attraction Sandra (also Karen Black), Jimmy is drawn into a bizarre new world. However, what he discovers is that Sandra is living in her own emotional prison at the hands of the Carnival owner, Frank (also Patton). After David vanishes, an investigation ensues led by Police Chief Ed (Susan Traylor). As she gets closer to the truth, she discovers a web of deceit, abuse, murder and cover-up.