Thirteen–year–old perfectionist Riley Bailey doesn't have time for friends. She's too busy making her Ivy League dreams a reality. Her only "friend", Genevieve, is more of a persistent neighbor with an obsession for all things supernatural than actual confidante. But one night, Genevieve convinces Riley to sneak out and investigate the strange lights that have suddenly appeared in the surrounding woods.

They follow the lights to find a magnificent circus in a clearing. Tickets cannot be purchased; guests must be invited and accept the invitation.

Uncharacteristically, Riley finds herself immediately drawn to the carefree fun of the all–kids circus, where there are no adults to spoil the magic. She is particularly captivated by Miss Starr, the mysterious 16–year–old ringleader who always seems to be nearby.

Genevieve is the first to point out the strange aspects of the circus, the troupe, and Miss Starr. Why do all the kids have a ghostly appearance? How is it that they can perform impossible feats without getting hurt? Why is Miss Starr so intent on convincing Riley to join her circus? And why does one of the troupe members look so familiar?

Riley finds herself caught between Starr and her alluring circus and Genevieve's attempts to convince her that something is wrong. Will Riley solve the mystery unfolding in the circus tent before the final curtain falls? Or will she runaway with the circus forever?