Young Willie runs away from his abusive life in rural Nebraska to join the Albie Brothers Traveling Circus. A good-natured soul, he is eventually put in charge of a carnival freak show. There Willie becomes acquainted with society's "outcasts"-living, breathing, feeling people with oddities and deformities whom he is expected to put on display. One day, Junior, a young lad who possesses almost-demonic features, is brought to the circus. He becomes Willie's ward. As their friendship deepens, Willie must face the biggest decision of his life. In the process, he learns what it truly means to be human.