Carter Locke is an orphan and he is running away from his con-artist uncle Sly. He jumps a train to Mineral Wells, a small town. He stays the night at an evil carnival run by B.B Bosso who is also a con-artist (except worse than Sly). He (luckily) runs away from him and his gang because of a warning given by Dante Vernon (a kind illusionist). While seeking Mr. Vernon at Vernon's magic shop! and meets Leila, Mr. Vernon's escape-artist daughter, Theo, who levitates objects, and Ridley, a girl in a wheelchair and the brains of the operation. Together they try to stop Bosso from stealing the largest diamond in the world, along with the help of Izzy and Ollie, twin entertainers. Can Carter and his friends expose Bosso for the criminal he really is?