A teenager buys a potion from Sardo's magic shop hoping to make himself cooler, since he was in a accident that caused him to have to wear a brace on his leg. He soon finds himself changing, but also discovers that the potion has some very bad side effects.

While driving to a carnival, a babysitter and the two children she's looking after get lost. When their car breaks down, she goes inside a house to call for help. Trouble begins when she disappears and the kids soon find out that while they aren't the only ones in the house, they're the only ones that are alive.