In a small, boring town, best friends Jim and Will eagerly await the excitement of the yearly carnival. But after a different festival, helmed by the sinister Mr. Dark, unexpectedly sets up overnight, the town adults begin to fall under his spell, and the funfair reveals itself as a carnival of terror. Disney funded the project, based on Ray Bradbury’s short story “Black Ferris,” in hopes of breaking free from its stereotype of animated family films; ultimately, there were extensive edits and reshoots to create a more family-friendly film without losing too many of the thrills.