Halloween finally approaches, but the fearsome ghost, Edward Mordrake, is still wandering around, searching for a tortured soul to make a member of his ghostly coterie. He demands to know the sins of Elsa Mars and her employees in Freak Show. Meanwhile, Dandy Mott and Twisty the Clown claim two more victims and start their twisted performance. Twisty's tragic past will soon come to light.