The evil Krank and his henchmen have been made by a mad scientist. Krank’s problem is that he is tormented by his inability to dream. He finds it necessary to try to steal the dreams of children, but since they fear him, he only gets their nightmares. When a circus strongman’s little brother is kidnapped, the strongman (One) tracks him down and, with the help of some other eccentric characters, tries to put an end to the evil reign of Krank and his Cyclops army.