Starring:

Starring: Jamie Martz, Michael Amos, Jessica Keenan, Jeana Blackman, Phil Fondacaro, G. Gordon Baer, Brinke Stevens

Directed by: Fred Olen Ray

The Story:

Movie carnivals are always more fun than real carnivals, aren't they?

The movie starts and we see a horrified and injured man trying to escape a sideshow tent. He is pursued by several of the freaks and their master, Dr. Abbott Graves. He doesn't make it very far at all, and Graves has him dragged back inside for what is surely an unpleasant fate.

The next evening Tommy and his friend Bobby go out on a double date with Melanie and her friend, Jeannie. Tagging along is Bobby's wheelchair bound little brother, Grant. Like most movie teenagers, they look a little mature to be teenagers. Well, that's unfair, there's really no clarification on how old they are, you just kind of expect them to be teenagers in this kind of movie. Tommy is a little miffed that Bobby bought Grant along, thinking that its going to ruin his chances with Melanie, "The Ice Princess of the Universe". Geez, Tommy, Slow your roll, homeboy....taking a chick to a cheap ass carnival is not a ticket to nookie-land. This is to let us know right off the bat that Tommy is supposed to be the designated Big Dumb Jerk of the movie. Interestingly enough, by the movies end I didn't think of him that way...I'll get to that in a little bit.

Melanie's "Ice Princess" reputation seems a little undeserved too. Assuming that she's supposed to around 17 to 19 years old, her attitude of "don't touch me" isn't all that bad. After all, Tommy paws at her at any given chance, and its pretty obvious that he wants to get into her pants. Of course she tells him she wants to be worshipped from afar and to have men long for her but never touch her. Yeah, that's a little out there....ain't there a phobia for that? Melanie's a little cute, but she ain't all that and a bag of chips. Her friend Jeannie is insecure about her looks. Jeannie is kind of chunky, and wishes she had a better body...something she probably could have if she tried slim fast. But she's not really fat and to be honest, she's not ugly. She does need to buy some better clothes though. Bobby has no discernible personality. Really. He's kind of mousey, but that's about it. I don't know how much older he is than his brother Grant, but it can't be by more than a year or so.

At the carnival the kids decide to see the fortune teller (Brinke Stevens!). She gives the usual cryptic statements about what the future holds for them and vanishes into thin air. But before she does so she gives them free tickets to go see Abbott Graves' Horrors of Nature Freak show. You can tell that the wheelchair bound Grant doesn't get out much because he's way to excited to see this. I've never seen a freak show that made me jump for joy. Anyway, the show is hosted by the dwarf, Dr. Graves himself, and the good doctor is already a little pissed at Tommy. Earlier in the evening, Tommy was being a jerk and picked him up. I've never met a real dwarf or midget or whatever Graves is, but I'm fairly certain they don't like to be picked up. Inside the freak tent we see the horrors of nature....Hans, the Bug Boy, Lester and his talking face on his stomach (a conjoined twin) and the Inside Out Girl....a chick that can peel her skin off exposing her internal organs. Oh, and Digestina....the lamest of all of the freaks. She's supposed be sitting in a tub of her own digestive fluids, but really, its just a chick in a tub of green goo. At least she's naked.

Seeing the freaks upsets Bobby, and he steps outside of the tent for some air. Jeannie's fragile ego is shattered when the Inside Out Girl takes the stage so she steps out also and begins wandering around the tent. There she bumps into Dr. Graves who has his own big ass Star Trek Transporter play set. Graves tells her that his machine can give her the perfect body that she always wanted. Jeannie accepts and steps into the tube. However her friends don't know where she went and start looking for her. The carnival begins to shut down and Dr. Graves tells them they can't come back into the Freak show to look for her. Positive that Jeannie has run into some kind of foul play the kids do what most kids would do...they call Ross Hagan! I mean they call the police. The Sheriff (Ross Hagan) arrives and talks to Graves. Graves tells him that Tommy's already been causing trouble at the show and that he has nothing to hide. With no real proof of what happened to Jeannie, the teens are forced to leave. the cops can't do anything until she's been missing for 24 hours. Before they go though, Graves gives them free backstage passes to show he harbors no hard feelings.

Tommy can't let it go that easily. He's sure that Jeannie is in trouble and wants to go search the carnival despite what sheriff Ross Hagan says. Melanie agrees and so does Grant, but Bobby thinks its a bad idea. Now, Tommy is a bit of a jack ass...but not much worse than any other jock his age....and even the Sheriff commented earlier that at least he's loyal. that's why its hard to think of him as a Big Dumb Jerk. we, the audience, know that Jeannie is in trouble, so watching Tommy say he's going to try and find her only makes him seem noble. Tommy leads Grant and Melanie back to the carnival while Bobby stews in the van, afraid to go back. It doesn't take too long before Melanie and Tommy are caught. Grant wheels himself back to where Bobby is, but his chair tips over on the dirt road. Luckily he has a whistle he signals Bobby with. Bobby goes to him, and unable to carry him , runs back to get the van. While Bobby is gone however, Dr. Graves and some of the freaks show up. (it also becomes morning pretty damn quick...when Grant signals for Bobby it takes maybe a minute for Bobby to get to him....but after Bobby goes to get the van it takes him what seems like a half hour in movie time) Graves offers Grant a chance to gain the use of his legs and he agrees. When Bobby gets back to the spot all he finds is the wheelchair and the backstage pass Graves had given them earlier. He quickly goes back to the carnival and confronts Graves.

Confronts is probably too strong a word for it. Bobby is still kind of a mouse. But he uses the backstage pass to get in. Graves warns him that once he goes in there's no turning back, but Bobby doesn't wuss out. Inside he finds out what happened to his friends. Jeannie has the perfect body she wanted, but no face....she's now Hilda the faceless woman. Melanie has been turned into a living doll....a tiny girl inside of a crystal ball, so that men can see her and never touch her. Tommy really got the ass end of the stick...he's been transformed into a gruesome half bird /half man and chained in a pen. Grant has been changed into the Beast Boy...a change he's happy with since now he has full use of his limbs. Graves tells Bobby that his friends all got what the desired or deserved. When Bobby asks what is in store for him, the fortune teller tells him that his fate is to be alone. With a wave of her hand Bobby is transported to an open field. Which ends the movie ambiguously I think. I mean, is Bobby in another state or in Hell? Is this open field supposed to be where the carnival was? I don't know, and you'd think I wouldn't actually care, but it bothers me that I don't know.

Flicks like this usually make the characters unlikable so when they meet their fates we won't be too upset. But as I said Tommy wasn't that bad of a guy. He might have needed a swift kick in the nuts, but he didn't deserve to turned into a canary-man. The same goes for Melanie and Jeannie. Hell, Jeannie's only crime was that she needed to see a counselor to help with her low self esteem. Still, the movie was entertaining for awhile. You can catch the boom mike once or twice in some shots, but that only amused me more. Out of the entire cast, Phil Fondacaro, who played the diminutive Dr. Graves was the best. I had to mention that because while I was watching this flick I said to myself  "Well, its not a really good movie, but that midget is excellent!". My hats off to ya, Mr. Fondacaro. Your contribution saved this movie from the Pit of Eternal Peril.

Best Lines:  “This is to see what I'm hitting....to is to hit what I'm seeing.” -Tommy as he grabs a flashlight and a crowbar.

 Are you kidding me?

1.) The horror!  Plain hot dogs!? How many people eat a hot dog plain!? That's terrifying! You gotta throw some mustard, some onions, some chili or some kraut on those bad boys! Especially a carnival hot dog! Those things need something to hide the pig-ass flavor! and what's with the hot dog dude in this movie. Is he supposed to be someone famous or something? I can't figure out why they have the riveting hot dog scene in the 1st place.

2.) Jeannie might go on more dates if she learned a little tact. She's insecure in her looks, fine. She feels that Melanie hangs out with her because it makes Melanie look better by contrast, she tells Bobby. Man, isn't that kind of a crappy thing to say about your friend? She's basically accusing Melanie of being so vain that she picks her friends by who can make her seem more attractive. But she also compares her relationship with Melanie to Bobby's friendship with Tommy. In essence she tells Bobby that Tommy's a good looking cool fella and he's a dork.

3.) Digestina's little show was lame. Grant says "How'd they do that?". Gee, Grant, it looks to me like a naked chick in a pool full of green goopy water. Some trick.

4.) Jeannie's perfect body doesn't look all that hot to me. Her perfected body is probably less hot than her original one. She should make Graves give her 50 cents back.

5.) Tommy is out of his freakin' mind. After sneaking into the freak show tent he finds Aelita, the Inside-Out Girl and falls for her feminine wiles. Only he earlier saw this woman peel off her skin like a jacket. Knowing that she could expose her internal organs at a whim would seem to be a real downer for the horniest of guys.

Nudity and Sex: some boobies are briefly seen. Oh, and there's some tits too.

Huh?:

Tommy is rightly upset when he finds out the ring toss game is rigged. He over reacts though. Come on, does anyone ever play a carnival game and think the games aren't rigged?

Jeannie laments that everything she does comes out wrong. She tells Bobby that tattoos on other girls look sexy, but on her they look stupid. Well, that's because she has the worst tattoo in the entire history of tattoos. A badly drawn heart with some arrows sticking out of it. I mean, really badly drawn. It looks like a little kid drew it on her wrist with a magic marker! I've seen better tattoos come out of a crackerjack box.

Ok, I'm not making fun of her, but I need to ask....Does Brinke Stevens have some sort of eye problem? In her brief cameo as the Fortune teller it seems as if she's cross eyed. But I've never noticed that about her in other movies I've seen her in. It just seems strange to me in this one. It almost looks as if she's not looking at anything in her scenes. If you see this movie you'll know what I mean.

The Final Judgment: This sideshow is worthy of a look if you've got nothing better to watch. It won't bore you, but it won't rock your world either. Still, Fondacaro is easily the most entertaining actor in this flick. The Inferno gives it 3 devil heads.