Dwayne, Lisette, Quin, Gustav and Mike pick up Lorenzo and then arrive at Luna Park to find Megan McDonald before the demonic entity succeeds in its goal of devouring Megan and Lorenzo. Unfortunately this proves to be more difficult than anticipated as there is some kind of Burning Man/bacchanalian style carnival going on in the park.

Dwayne spots Megan walking into an entryway shaped like a giant laughing clown’s mouth. The group takes after her in hot pursuit. Unfortunately the crowds are so thick that the group gets separated.

Lisette makes it to the clown’s mouth first. She enters and finds herself in a large room decorated wall to wall in red. The smell of beer and drugs hangs in the air as high carnival goers trip out on the dance floor to trance music. As she scans the crowd for Megan a strange compulsion comes over Lisette. She turns around and sees a handsome young man with red hair in his 20s. On the table he is sitting at is a bag dripping with blood. It looks like there is a severed head inside but none of the carnival goers seem to notice. She feels a compulsion to walk toward the man and struggles to fight it off.

Quin enters next. He fails to notice Lisette but does spot Megan shimmying out on the dance floor in a drunken state and begins moving toward her.

Dwayne gets there and sees all of them. Why was Lisette walking toward that red-haired man? He looked at the man’s aura and realized that it was the demonic entity. “Lisette,” he whispered, “what are you doing? That man is the demon.”

Lisette snaps out of it. “We better collect Megan and get the hell back to the truck,” she said. “Lorenzo is there alone and that thing is hunting him too.”

Mike and Gustav arrive last and run smack into an effeminate man dressed in heels and a feather boa. He flirts with them. Gustav gives him his (real) phone number and Mike tells the man his name. The man responds that his name is Delilah. Mike and Gustav exchange glances. Dwayne said Delilah is the name of the ancient vampire who originally owned the locket the demon was imprisoned in. Uh oh. Delilah’s eyes narrow. “I see you are aware of my true nature,” he said.

Combat breaks out. The demon/red-haired man slinks away. Delilah is shot first by Lisette and then by Gustav. Quin breaks off a makeshift stake but fumbles the attack badly. Delilah laughs and dominates Quin into revealing his name also. The group retreats with Megan. Delilah isn’t seriously hurt but decides against pursuing them. Best to not take chances. Besides, he didn’t want to ruin his fabulous outfit.

The group makes it back to the truck where Lorenzo is waiting. Gustav begins the painstaking ritual to open the locket and recapture the demon. Unfortunately some unseen force tries to compel the group to turn against each other. Gustav succumbs and tries to shoot Mike. Fortunately neither is seriously hurt but clearly the demon was messing with them. Where was it?

The real Lorenzo walks up to the truck and sees the disguised doppelganger demon version of himself inside with the group. Realizing the gig is up the demon lunges at Megan with a knife. Fortunately at that moment Gustav gets the locket open and Dwayne speaks the incantation. The demon is re-imprisoned in the locket allowing Megan’s husband Alan who was currently imprisoned there to escape.