After a carnival comes to Green Town, the good citizens are compelled to follow their deepest desires, caught under the spell of the malevolent Dr. Dark (Jonathan Pryce) who can grant those desires on one condition: that the grantees will forever join his freak show.
Dr. Dark is after two young boys from the town in particular, while others in the town would certainly be easy marks.
The sour-faced, older schoolteacher (Mary Grace Canfield) wants to be a seductive young woman, Ed the bartender (James Stacy) would like to regain his lost left arm and leg, and the librarian (Jason Robards) worries about a wasted life spent only in books.
As Dr. Dark works his own brand of voodoo, the citizens and the two boys -- as well as the whole carnival itself -- approach a final reckoning. Something Wicked This Way Comes was based on a Ray Bradbury novel.