Casey is an adolescent boy whose life is constantly influenced by his intense Coulrophobia. His two older brothers, Geoffrey and Randy, are mostly disobliging. One night, the three boys are left alone when their mother visits relatives, so they decide to visit a local circus for a night of amusement, despite Casey's uncontrollable coulrophobia. Meanwhile, the local state insane asylum has sent a majority of the hospital's inmates to the carnival for therapy, but three psychotic mental patients break away from the group and kill three clowns, taking their makeup and costumes.
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