At a carnival, Mr. Cooger on the Ferris wheel while his partner Dodger, a hunchback, starts it up. The Ferris wheel runs backward and the man laughs... and begins to age backward. As he does, a local boy, Hank, watches from nearby. Finally Dodger stops the wheel and the newly-minted boy runs off into the night. He goes to the home of an elderly woman, Mrs. Foley, and knocks on the door.
The next day, Hank watches as Cooger returns to the carnival and tells Dodger that he has to get back to Mrs. Foley shortly. Hank runs to the house of his friend Peter and tells him to come down and go to the carnival with him. As they go, Peter worries that it's late and the carnival is closed, but Hank explains what he saw earlier. The two boys enter the carnival and go to the Ferris wheel. They watch as Cooger summons Dodger and tells him to run the Ferris wheel backward again. As it turns, Cooger ages backward until he's the same age as Peter and Hank. Dodger finally stops the wheel and Cooger, now a boy, runs off. Hank leads Peter off after the young Cooger, who goes to Mrs. Foley's house. As they go, Hank explains that two weeks ago, an orphan, Joseph Pike, came to Mrs. Foley's house. And two weeks ago, the carnival arrived in town.
The boys sneak up to Mrs. Foley window and watch as she feeds her new ward. It start raining and Peter says they should go home, but Peter insists on going up to the door to warn Mrs. Foley that Mr. Cooger is trying to get her money. He knocks and Mrs. Foley lets them in, They try to explain that Mr. Cooger plans to find out where she keeps her money, and then take it and disappear. She doesn't believe them and ushers them out. As they leave, Joseph watches from the shadows.
Outside, Peter worries that Joseph will try to kill them in their beds. Hank doesn't believe it but they look back and see Joseph watching them from the window.
At home, Hank tries to explain to his parents that Mr. Cooger sometimes becomes a little boy. Mr. Walterson refuses to believe him, tells him to stay away from the carnival, and sends him to his room. He calls Peter and tells him that Mr. Cooger plans to steal Mrs. Foley's money and they have to move tonight. Mr. Walterson hears him and warns him that he's grounded and won't be going out.
Once Mrs. Foley dozes off, Joseph checks on her and then starts searching the house.
Mr. Walterson takes Hank's pants and shirt to keep him from going outside and then sends him to bed.
Joseph searches Mrs. Foley's bedroom and takes her jewelry. Mrs. Foley wakes up and looks for her guest. Meanwhile, Peter goes to Mrs. Foley's house and finds Hank outside, naked except for his sneakers. He borrows Peter's raincoat and they hear Mrs. Foley call out for Joseph. She goes into the bedroom and Joseph throws a pillowcase over her head and then runs off with the jewels. The two boys run after him and Mrs. Foley see them and believes that they're the thieves.
The boys chase Joseph through the woods to the carnival. Meanwhile, Mrs. Foley calls Mr. Walterson and tells her what she thinks happened, and how she called the police.
Joseph gets to the Ferris wheel as police sirens sound in the distance. He tells Dodger to start the Ferris wheel and laughs in triumph. Hank's parents arrive with the police and Mrs. Foley. As the wheel turns normally, Mr. Cooger becomes his normal age. Hank slips underneath the fence and attacks Dodger, knocking him against the control lever. It keeps spinning forward, faster and faster, as Mr. Cooger yells as Dodger to stop the wheel.
Hank goes to his father and explains that Mr. Cooger stole Mrs. Foley's jewels. Aboard the wheel, Mr. Cooger grows older and older and finally the engine burns out. Everyone stares in horror as the wheel grounds to a halt and there is nothing left but a dessicated corpse, hundreds of years old.
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