Pint-sized monsters known as ghoulies hop aboard a traveling carnival, where their violent behavior and grotesque looks are most likely to go unnoticed. There, the gremlin-like creatures find a new home in a haunted house attraction. As the creatures earn their keep by scaring visitors, the carnival finds itself running in the black for the first time in years. But things quickly turn sour when, to the shock of carny Uncle Ned (Royal Dano), the ghoulies start taking bites out of the customers.