After the Mystery Machine breaks down in Winona, Mississippi, Scooby and the gang join forces with Speed Buggy and his buddies to quell the mysterious midnight winds that spook the inhabitants of the tiny village.

Dick Van Dyke purchases a carnival and names it the Dick Van Dyke Barrel of Fun. But the place isn't fun--it's haunted! Scooby and the gang, who take a night off from chasing spooks to visit the carnival, help Dick uncover the apparitions that are scaring away both customers and employees.