After their friend is killed by the evil headmaster the two of them were thrown into the punishment shed where they were expected to die or break, instead the envoy of the Magic Carnival appears freeing them and escaping while they are chased by supernatural creatures. Taken to the Magic Carnival they find that the magical place was built by Santa Claus, The Tooth Fairy, The Story Teller, The Genie and The Sandman to find and take in worthy children helping them find a home or have them stay on to become Carnival folk themselves and in rare cases the legendary Bestowed who become a tooth fairy, genie, Santa, storyteller or sandman themselves. But even as they reach the safety of the Carnival things quickly go horribly wrong and the magic dust that fuels the Carnival is stolen leaving it vulnerable for the first time with the two kids as the only hope for their salvation. With colorful creatures and exciting adventure journey with these two children as they learn everyone has strength inside of them to be more than they ever thought they could.