Ever since she stumbled into her father’s lab and drank a cocktail of his experiments, Kaylee has had the ability to change color, blending into her environment like a chameleon. Named a freak at school, she runs away and joins the Masquerade Carnival. Her life takes on a routine and she enjoys performing in the shows until she falls for a young man hired to run the rides. Coincidentally, an old, roving gypsy offers a potion to restore her body to the way it once was to win his heart.