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The teenager Amy Harper dates Buzz Dawson for the first time and they go to the carnival with their friends Richie and Liz. They smoke grass and have good-time visiting the attractions including a side show with freak animals. The silly Richie suggests the group to spend the night in the Funhouse for fun. During the night, they witness the murder of the fortune teller Madame Zena by a man wearing a mask of Frankenstein from an opening in the ceiling of a room. They decide to leave the fun house but they find all the exits locked. Meanwhile Richie sneaks in the room and steals the money of the manager of the place. The masked man returns with his father and owner of the fun house to show the corpse of Madame Zena; when the man realizes that he had been robbed, he presses his son that removes the mask and shows his horrible face. Richie startles and drops his lighter in the room. The owner asks his freak son to chase the thieves and eyewitnesses in a night of terror for the teenagers.
Two young couples on a double date go to a mysterious carnival. As a prank they decide to spend the night in the funhouse. When they witness a brutal murder, they suddenly find themselves in horrific danger.
Elizabeth Berridge
Amy Harper
Shawn Carson
Joey Harper
Jeanne Austin
Mrs. Harper
Jack McDermott
Mr. Harper
Cooper Huckabee
Buzz Dawson
Largo Woodruff
Liz Duncan
Miles Chapin
Richie Atterbury
David Carson
Geek
Sonia Zomina
Bag Lady
Ralph Morino
Truck Driver
Kevin Conway
Freak Show Barker
Herb Robins
Carnival Manager
Mona Agar
Strip Show Dancer
Wayne Doba
The Monster
William Finley
Marco the Magnificent
Susie Malnik
Carmella
Sylvia Miles
Madame Zena
Sid Raymond
Strip Show MC
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