Fräulein Elsa's Cabinet of Curiosities, one of the last known freak shows of its time, is still attracting a few visitors in the year 1952 with acts like a bearded lady, her lobster-handed son, a strongman, his three-breasted wife, the smallest woman in the world, and conjoined sisters. But after a string of murders in the local town of Jupiter begin to occur, police believe they are because of the local "freak show," and not because of Twisty the Clown, a deranged serial killer who is actually the culprit.
When a wealthy woman and her son named Dandy come to see the show, he becomes obsessed with joining them as he's bored with his life at home. When they refuse, he joins forces with Twisty the Clown. Meanwhile, while the members of the freak show see themselves as a family, they try to think of everything they can to keep the show alive. Elsa, however, sells the show to Dandy behind their back so she can move to Hollywood and become famous. After they all quit to get away from Dandy, he goes on a killing spree and murders most of the freaks. But, to his surprise, the remaining freaks come up with a plan to get their revenge.
