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As a punishment for failing a test on the industrial revolution a group of teens are taken on a field trip to a railroad museum where a mysterious Mr. Steele (Tony Todd - "Candyman") tells them about "Railroad Jack"- a cold-blooded "Reaper" - an horrific creature who ushers souls to the afterlife and is known to haunt a stretch of desert highway called "Death's Door".
On their return they travel along "Deaths Door" and their school bus crashes right beside a strange, deserted fairground. Enticed by the lights and the sounds of this deadly carnival, the teens set out to find help. But terror ensues when they discover the carnival is Jack The Reaper's hunting ground. "Railroad Jack" (Douglas Tait "Freddy v Jason") has been waiting for them, armed with a pickaxe and he has laid claim to their souls.