Cult exploitation horror. Downtrodden waitress Jade (Claire Brennan) decides to run away from her dead-end life and join a carnival. Married to the owner, and having an affair with the ferris wheel operator, Jade enjoys the lifestyle but can't stand the freaks she has to work with. When the freaks betray Jade's affair to the boss, he confronts the ferris wheel operator but is killed in the fight that follows. Jade inherits the carnival, but the freaks take a savage revenge on her when they kidnap her and surgically alter her into a hideous, deformed monster, turning her into the star attraction.