After a roller-coaster accident kills a large party of school children the fair closes down. The owner vows to make amends by building a non-profit youth club filled with all the memorabilia he’s had to remove from the now deserted fairground. An unscrupulous property developer Mark Shepherd, promises to finish the club for the old man as old age and illness has halted progress on the club. But once it’s signed over to Shepherd he goes back on his word and proposes to change it into a lap-dancing club. All is going well, until a council planning officer arrives to inspect the building work and claims to be able to see the ghosts of the dead kids. The petrified developer refuses to believe her until one of the builders finds all the fairground paraphernalia behind a false wall, including a laughing clown. Then all hell breaks lose.