Three kids sneak into a closed-up amusement park after hearing rumors that infamous gangster Al Capone once buried treasure there. However, soon after arriving the attractions roar to life, and the kids must enlist the help of a witch in order to survive the night.

A down and out, 50-year-old former high school teacher with a dark secret befriends three 12-year-old boys and helps one come to grips with his father's death. Problems arise when the police suspect the teacher of wrongdoing.