Three brothers on their way to the circus must cope with the youngest boy's fear of clowns. Little do they know that a trio of violent madmen have murdered the circus' real clowns and, after adopting their guise, are savaging the townspeople at random. The boys finally figure out that they are in danger and retreat to their family home, a dark, dilapidated mansion. The clowns follow and invade, leading to a battle for survival. This blood-free horror film was produced on an astonishingly small budget (less than $1 million) by a subsidiary of Zoetrope Studios.