Like most Full Moon movies this teaming of the B-movie studio and well known cult director Fred Olen Ray basically follows the companies formula of coming-up with a mild premise (that usually involves a group of monsters/freaks killing people) and hanging a barebones plot on it to come out with a movie that barely clocks in at over sixty minutes minus the credits.

This is a pretty skippable one, though it's not as poor as a lot of recent Full Moon fare has been, as a group of teenagers head to a travelling carnival and end-up falling victim to mini "freak master" Phil Fondacaro (who's been a staple in movies from Charles Band's companies since the 80's) and his gaggle of "freaks" (which includes a "bug boy", "inside-out woman" and various others). After about forty-five minutes of bland plotting this finally gets down to it as the teens (a few of which are quite obnoxious) start being transformed into all the things a fortune teller (played by former "Scream Queen" Brinke Stevens in a cameo) warned them about earlier that night.

If there's anything to say positive about this pretty forgettable stuff it's that the make-up effects are for the most part decent, it's adequately directed by Ray (if completely by-the-book) and Shyra Deland is pretty cute as "Digestia" (one of the attractions who dwells in a tub of stomach acid and digests anything). But apart from that it's skippable stuff.

You have to wonder why our hero (played by Jamie Martz) leaves his crippled brother behind for hours after he's fallen down to go get the truck when he could've just lifted him back into his wheelchair and booked it out of there... (Chris Hartley, 7/12/04)

Directed By: Fred Olen Ray.
Written By: Benjamin Carr.

Starring: Jamie Martz, Michael Amos, Scott Clark, Jessica Keenan.