The seedy carnival looks like just the thing to give Buffy and her best buds, Xander and Willow, a break from staking bloodsuckers. Some greasy food, a few cheap thrills - what more could a Slayer ask for?

But then Buffy senses something evil behind this carnival. Xander and Willow aren't so sure. They don't buy Buffy's notion that the carneys are somehow connected to the corpses turning up around Sunnydale. It doesn't help that her two best friends are each interested in someone at the carnival. Which puts the burden of proof on Buffy.

Can she find out what's going on in time to save her friends?

Or has the Slayer become the prey?