Two boys, best friends in a small midwestern town, finally come to understand that of all the terrors threatening them from Cooger and Dark's Pandemonium Shadow Show the greatest menance exists within themselves.

A bear that lives on the beach watches the birds and wishes he could fly--a dream that comes true when a group of children take him to the carnival.

On the run as suspected murderers, the unlucky Baudelaire orphans find themselves trapped in the Caligari Carnival, where they must masquerade as freaks in order to hide from the evil Count Olaf.