The life of a Carny is a tough way to make a buck, but when Frankie (Gary Busey) dons the grease paint of a clown, taunting and insulting the carnival goers from atop his dunk tank perch with a maniacal laugh, his friend Patch (Robbie Robertson) collects the money from the motivated customers, all eager to sink the big mouthed bully. Small town teenager Donna (Jodie Foster) threatens to come between the two friends when she runs away to join their travelling underbelly of show business. This moody, cinematic ride down the midway by director Robert Kaylor, has its share of oddities – the Alligator Skin Man, Monkey Girl, a Fire Eating Dwarf, and a Sword Swallowing Contortionist to name a few, but none of these sideshow attractions are as interesting as the performances between Busey, Robertson (who was a former carny and shares story by credit), and Foster – whose character Donna grows from a naïve runaway, to a street-smart participant in the rigged games of carnival life. The documentary-esque style of cinematography by Harry Stradling Jr. works uncomfortably well with Alex North’s unsettling score in this edgy fun house noir.