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Capt. Spaulding is Ruggsville's own PT Barnum. More demented sideshow carney than dazzling circus showman, Spaulding is the operator and proprietor of the Museum of Monsters and Madmen, where weary travelers can fill their gas tanks with the only petrol for miles, and their stomachs with his secret recipe of fried chicken. But those who do drop in sometimes get more than they bargained for.

When car problems force cross-country travelers Jerry, Denise, Mary and Bill to stop for a break, the foursome pull into the gas station-cum-museum on the night of October 30, 1977--All Hallows Eve. Though most of the young group is wary of the stranger they find within, Bill is enthralled, for he is penning a book of offbeat roadside attractions and nothing they have come across on their travel quite fits the bill as well as the Museum.