Though only eight years old, little Horton "Horty" Bluett has known a lifetime of sadness. Tormented and abused by his adoptive family, he's had enough - and with a beloved broken toy he calls "Junky" as his sole companion, the desperate little boy runs away to join a carnival. There, among the fortune tellers, fire-eaters, sideshow freaks, and assorted "strange people," Horty hopes to find acceptance and, at long last, a real home. But disgraced doctor Pierre "Maneater" Monetre's traveling show is no ordinary entertainment, and its performers are not what they appear to be. The Maneater has sinister plans for the world that go far beyond fleecing unsuspecting rubes and other easy marks - a dark and terrible scheme that requires unleashing the extraterrestrial power of the dreaming jewels, and the unwitting assistance of a young boy who may be far more remarkable than he's ever imagined.