Darren goes to a banned freak show with his best mate Steve. It's the wonderfully gothic Cirque du Freak where weird, frightening half human/half animals appear who interact terrifyingly with the audience. Darren - a spider freak - "falls in love" with Madam Octa - an enormous tarantula owned by the circus proprietor. Darren determines to steal the spider so that he can train it to perform amazing deeds. But his daring theft goes horribly wrong. The spider bites his best mate and Darren has to sell his soul to an evil vampire to get the antidote.