"Sideshow" is a cliché but interesting story.**SPOILERS** As the carnival comes to town, five people, Bobby, (Jamie Martz) Tommy, (Michael Amos) Grant, (Scott Clark) Melanie, (Jessica Keenan) and Jeannie (Jeana Blackman) wander around playing the games, eating the food and having a fun time. When Abbot Graves (Phil Fondacaro) announces the opening show for a spookshow, they all line up to see the sights. Grant tries to explain how they did the make-up effects but after a while, Jeannie becomes jealous of some of the performers. Because of their individual reactions to the performances, they all become separated. They find evidence of foul play and go to the police, but Abbot Graves is able to convince them that nothing is going on. After they can't find her, they begin to wonder what to do. Grant feels like something is wrong, and convinces Tommy and Melanie to go look for her back in the sideshow. They get captured and transformed into what they supposedly deserve. Only Bobby remains normal person. Learning from Madame Volosca (Brinke Stevens) about his and his friend's fate, he finally leaves the carnival.The Good News: I have never liked Carnival Sideshows for this reason: they are creepy and make me uncomfortable to be around. This film perfectly captures this spirit and does it well. This is a carnival that actually seems creepy because the freaks in it are not the usual freaks in a sideshow. All of them are also pretty unexpected as well. They were pretty scary realized and manipulated, yet shared the inhumanity that makes them look like sideshow freaks. All of them were also designed to creep people out, and they did creep me out. What was also new was that there was one person left alive at the end. Normally, these movies kill off all of the characters and left town. This was a very nice and new touch that not many films would try to get. It has that "Wishmaster" vibe to it, that those who get wishes will get their just rewards. I really like this theme for films and it should become a more regular fixture in friends.The Bad News: Unless watching the freaks in the sideshow is not upsetting for you, then this may be a less enjoyable film. I really can't see why, but it can seem that way. Like all Full Moon films, this contains no jumps or shocks to make it a more interesting experience. This has to become a very noticeable change in their films, as I've only found one film, "Shrunken Heads," that contains a jump. With all the films in their catalog, they do have a niche, but it isn't among those that like to be scared with their horror films.The Final Verdict: Unless you like Full Moon films or hate carnivals, this would should be approached with caution. It does star two cult stars, Brinke Stevens and Phil Fondacaro, but the fact is that it does need something else. Take a chance, which is all I can say.Rated R: Violence, Graphic Language, and Nudity

Someone else called this film a "fable-horror" movie, and I think that fits pretty well. That's the concept at least. A group of teenagers, each with their own vice, catch the eye of a twisted sideshow barker. He decides to teach the teens a lesson by making them part of the freak show. A cool idea, but could have been executed better. The fate for some of the teens is shoved in your face too obviously, while other characters could have been fleshed out more. Also, the ending was a serious let down. No resolution or big twist or anything. But as a low budget horror movie, it's pretty fun to watch. If you're into cheesy spookfests, you should have a laugh watching this one. I think one of it's faults though... that it takes itself too seriously. It's a silly movie, and if it was a little more self-aware when it comes to that, I think it would have been better. But at least there's enough neat carnival themes and b-movie monster makeup to keep you watching.

This is a great horror movie. Great Plot. And a person with a fear of midgets will definately love the evil midget! This is a must see for any horror fan. Finally a lower budget movie with decent effects and a great cast! Highly recommended.

The film has kind of a cool concept, but suffers from a poor script and extremely slow pacing. Some of the performers are fun to watch especially with the material they were given. One standout is Jeana Blackman who plays the role of Jeanie. Even with the problems with the script, she manages to bring a depth to her character and finds some very nice moments - especially in the scene where she and Jamie Martz are buying the popcorn.All told, I'd probably rate this movie a C-/C.