If a man is unable to dream, can insanity be far behind? Edward Grimm is a talented wood carver living in 18th century Germany. He has made a fine living for himself carving carousel horses for royalty, but his heart and soul are dark. Grimm has never been able to dream, and loathes those who can. His anger at God for denying him this simple pleasure fuels jealousy and hate toward his little nephew who tells Grimm all of his fantastic dreams. Driven insane by this venom, Grimm seeks out the assistance of mysterious gypsy wanderers who give him the secret of capturing his nephew's dreams.