An arcade light-gun shooter that serves as the second entry in the Panic Museum series. The game stars two special agents investigating the disappearance of a town of 100 people as they stumble into an evil plot involving killer clowns, American folk tale figures, and a sentient runaway roller coaster.

Two special agents are sent to an unnamed town to investigate the disappearance of 100 people, only to find a mysterious carnival has appeared in the town's place. Players progress through five unique areas, each themed after different facets of carnival design, to confront The Magician, an evil being seemingly responsible for the town's fate.