The Devil's Carnival is a 2012 American musical horror film directed by Darren Lynn Bousman and starring Sean Patrick Flanery, Briana Evigan, Jessica Lowndes, Paul Sorvino, Emilie Autumn and Terrance Zdunich. The film marks the second collaboration of Bousman and writer/actor Terrance Zdunich, their previous work being the musical film Repo! The Genetic Opera. The film also brings back several of the cast members of Repo!, such as Sorvino, Alexa Vega, Bill Moseley and Nivek Ogre. The Devil's Carnival has Aesop's Fables and other folklore at the core of its story, with the main characters each representing a fable. Flanery's character John represents "Grief and His Due", Evigan's character Merrywood represents "The Dog and Its Reflection", and Lowndes' character Tamara represents "The Scorpion and the Frog", an animal fable that seems to have first emerged in Russia.

John, a grieving father, slits his wrists after losing his son, Daniel. A thief, Ms. Merrywood, is killed in her trailer after a shootout with police. Tamara, a young woman, is killed by her angry boyfriend. All three are greeted by denizens of Hell as they die ("Heaven's All Around").

In Hell, which is a carnival, Lucifer's second-in-command, the Ticket-Keeper, rallies the carnies in a big-top circus tent and calls out the names of the carnies who will be "performing" that night for the recent arrivals. He selects the Painted Doll, a mute woman with a cracked face; the Twin, a reptilian man with the ability to shape-shift; the Hobo Clown; and the Scorpion, a knife-thrower. The Scorpion is absent from the meeting, so Ticket-Keeper sends Painted Doll to find him. Meanwhile, John, Ms. Merrywood, and Tamara all awaken, each finding an envelope containing a ticket to enter. While searching for the entrance, John and Ms. Merrywood bump into each other, and they arrive at Ticket-Keeper's booth as the carnies welcome them to the carnival ("The Devil's Carnival"). Ticket-Keeper then explains all the 666 laws of the Carnival ("666") before welcoming them in.

Tamara, wandering in the back of the Carnival, finds The Scorpion in a cage. She frees him, and he begins to flirt with her. Meanwhile, John finds himself in the Big-Top tent. He is harassed by Wick and her three cohorts, the Woe-Maidens ("Kiss the Girls"). They vanish suddenly, however, and John sees Painted Doll in a kissing booth. She offers him Daniel's location in exchange for a kiss, only to bite off his ear, which spontaneously reappears.

Meanwhile, Daniel meets Lucifer, who begins reading him fables, starting with Aesop's "The Dog and Her Reflection". Ms. Merrywood, follows a pamphlet into a dark tent with the intent of finding a large diamond. The Twin has the diamond, and promises it to her if she wins his "game" before morphing into her. Merrywood, not recognizing her own reflection, loses the game ("Beautiful Stranger"). She is then stripped naked and whipped in front of the carnies, while the Hobo Clown sings retelling of the fable Lucifer is reading ("A Penny for a Tale").

Lucifer begins reading Daniel another fable, "The Scorpion and The Frog." Tamara is continually wooed by the Scorpion. She follows him into a dark tent where a knife-throwing wheel has been set up, and finds him and the Painted Doll kissing. Embarrassed, she tries to leave, but Scorpion angrily accuses her of not trusting him, which she denies. He straps her to his knife-throwing wheel, before throwing a switch-blade directly into Tamara's heart, killing her ("Trust Me"). The Painted Doll then retells the fable to the carnies through song, showing off Tamara's body for them ("Prick! Goes the Scorpion's Tale").

Lucifer reads one final fable for Daniel, "The Devil and His Due". John stumbles through a tent, even passing through a replica of the bathroom where he committed suicide ("Grief"). John, distraught over losing his son, claims Heaven has abandoned both Daniel and himself. John finds Daniel in Lucifer's study, only for Daniel to morph into the Fool, a dwarf carnie, much to Lucifer's amusement and John's dismay. Lucifer taunts John, revealing to him that he is in fact in Hell as he could not let go of his grief. John weeps but eventually decides he no longer wants to grieve, and Lucifer sends John to Heaven.

Later, Lucifer rallies the carnies, announcing a plan to offer the condemned souls redemption and thus, access to Heaven ("Grace for Sale"). Ticket-Keeper informs the carnies that, come tomorrow, they will wage war with God and his angels, in order to "put Heaven out of business." The carnies excitedly celebrate ("Off to Hell We Go").