In a modern retelling of Tod Browning's "Freaks" (1932), "Freakshow" tells the story of a group of criminals who chose to hide out by working security at a traveling circus. At first, they plot with an insider to steal the ticket sales, but the wily Lucy has bigger plans. She convinces the gang to let her seduce and marry the aging circus owner, Lon, in order to secure the entire circus fortune after he "suffers an accident". "People die all the time," Lucy says. The freaks are on to their scheme, however, and when the youngest of them is caught by the ruthless gang, they show no mercy to ensure her silence. When the circus folk find the child's remains, they swear vengeance, and no one is safe from their fury--least of all, the wily Lucy.

Teenager Darren Shan is an excellent student and the pride and joy of his perfect middle-class family; his best friend is the reckless Steve. When they receive a flyer with an advertisement for a freak show, they sneak to the theater to see the attractions. The ringmaster is a vampire called Larten Crepsley, that has a lethal spider. After the show, Steve tells Darren to go home. However he returns and overhears Steve unsuccessfully trying to convince Larten to transform him into a vampire. Darren steals Larten's spider which bites Steve later and he seeks out Larten asking for an antidote for his friend. Larten proposes a deal to Darren.