Plot
Brothers Blake and Quinn are with friends Russ and Maggie at an amusement park. 13-year-old Quinn is a bit more daring and adventurous than his 16-year-old brother, which leads him to wear obscene hats and want to ride the most high-octane roller coasters such as the Kamikaze. Later on in the evening, Blake ends up talking to a girl named Cassandra at a game stand who convinces him to play a game of ball toss. Having won, he receives a ticket from Cassandra to another amusement park that's invite-only and open through the night. Cassandra mysteriously vanishes from the park shortly after, and a bearded bald man is now there instead, who has no idea about anyone named Cassandra. As Blake and Quinn return home, their mother surprises them by announcing her engagement to her boyfriend. Blake accepts his soon to be stepfather but Quinn angrily storms off.
That night, Quinn mysteriously falls into a coma-like state. Looking at Quinn, Blake swears he can see carnival lights in Quinn's eyes. He also discovers the ticket given to him by Cassandra missing. Blake drives back to the park with Maggie and Russ and find a hidden path along the way. They arrive at the ravine and discover that Blake's hunch was right, when they discover a hidden amusement park. Despite not having an invitation anymore, they are let in. After entering, they find out that they must ride seven rides by dawn in order to be let out. Failure to do so means they will be trapped at the park forever.
As he goes on the rides, he discovers that they are anything but the ordinary rides found at theme parks. Rides start simple, but turn into lifelike experiences with a very real chance of dying. For example, a ride based on Kamikaze fighters places the rider into real planes that really do crash, killing the rider unless he or she finds a way out of the cockpit. To Blake's horror, he discovers that if you "die" on a ride, you are absorbed into it. Having been separated from his friends, Blake runs into Cassandra and confronts her about why she invited him to the park. Instead of answering the question, Blake is put into his next ride.
Here, he finds his brother Quinn and attempts to warn him of the dangers of the park. Quinn, enjoying the life-or-death thrill of the ride, refuses to believe Blake. As a result, Quinn runs away from Blake after finishing the ride.
After failing to save Quinn, Blake meets Maggie in a mirror maze. Anyone who glances into these mirrors are presented with their worst fears and doubts, like being too fat or ugly. The two work together to find the exit. But just as the two come to the end of the ride, Maggie gets separated from Blake. She runs back into the ride, presumably lost.
Next, Blake runs into Russ while trying to find a way out of the park. To his dismay, Russ attacks Blake after Russ made a deal with Cassandra to be let out of the park. Russ fails to prevent Blake from advancing and Cassandra betrays Russ by sending him to The Works. The Works is a desolate place similar to early industrial revolution factories and holds the park together. It is filled with individuals trapped by the park working nonstop to maintain the rides.
Blake manages to locate Quinn again after his encounter with Russ. This time, he successfully persuades Quinn to escape with him. As they head towards the last ride, the trapped guests in the park begin to cheer. No one had ever gone this far since the park opened and those trapped support Blake on his quest to escape. His next ride is called King Tut, but because "King Tut" is never supposed to live, the ride starts to collapse on the duo. As a result, Blake falls into the works where he sees Maggie and Russ. Cassandra, desperate to keep Blake from leaving, makes Blake an offer. She offers Blake the chance to become someone akin to a god in the park. Blake would have powers equal to hers and be able to change reality in the park to his liking, making it a better place for his friends. That is, as long as Blake stops advancing on his sixth ride. He rejects the offer however and joins Quinn on his journey to the next ride.
Blake and Quinn survive the last ride, but is told by Cassandra that the last ride was only Quinn's fifth and time is up. All around them, the park seems to fall apart. Blake's actions surviving the seven rides has destabilized the Alternate Reality that Cassandra resides in. The stability of the park relies on the emotions of thrill and horror by those within it. Cassandra then makes one final offer to Blake. If Blake survives riding one additional ride, Cassandra will release him, Quinn, Russ, Maggie. However, if he loses, he and his friends will stay there forever. This ride takes Blake back in time to his worst childhood memory, a school bus accident from when he was 7-years-old, which only he survived. In the end Blake remembers how he had escaped, beats the ride, conquers his fears, and saves the people he cares about. Blake, Quinn, Russ, and Maggie are then brought back to reality to find out that they had fallen unconscious and had been in a car crash on their way to the park. Quinn also ends up in the hospital. They find nothing where the park used to be, and none of them are sure if the events that night truly happened or not.
