A young girl witnesses the brutal rape and murder of her mother by a circus clown and begins to have nightmares when the carnival comes back to town when she is an adult.


Adam Grossman


John Clifford (story "Carnival of Souls"), Adam Grossman (screenplay)





Cast overview, first billed only:
Bobbie Phillips ... Alex Grant
Shawnee Smith ... Sandra Grant
Larry Miller ... Louis Seagram
Paul Johansson ... Michael
Cleavant Derricks ... Sid
Henry G. Sanders ... Officer Soby
Brendan Dillon ... Henry (as Brendan Thomas Dillion)
Anna K. McKown Anna K. McKown ... Elaine (as Anna Kristin McKown)
Raquel Beaudene ... Young Alex
Tiffanie Ann Taylor Tiffanie Ann Taylor ... Young Sandra
Joseph S. Griffo ... Photographer
Robert LaSardo ... Candyman (as Robert A. LaSardo)
Mark Paskell Mark Paskell ... Clown
Ellen Albertini Dow ... Mrs. Meltzer
Andrew Craig ... Worker


The eleven year-old girl Alex Grant witnesses her mother being raped and killed at home by the carnival clown Louis Seagram. Many years later, Alex works with her younger sister Sandra Grant in the Mermaid Inn that was owned by their mother. Out of the blue, Alex is attacked by Louis that was hidden in the backseat of her car on the day of the anniversary of the death of her mother. She struggles with Louis and drives her car into the sea to protect her sister. Then she swims back to the shore on the area of a carnival. From this moment on, Alex has nightmares and daydreams with Louis. What is happening with Alex? Written by Claudio Carvalho, Rio de Janeiro, Brazil

Plot Summary | Add Synopsis


Enter... if you dare. See more »


Drama | Horror | Mystery

Motion Picture Rating (MPAA)

Rated R for violence/terror, a strong sex scene and language | See all certifications »

Parents Guide:

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Did You Know?


Most of the movie was filmed in San Pedro, California, a small port town in Los Angeles county. In the scene where Alex goes to buy a pump and sees her younger self, she is in a maritime junkyard called "Tally Ho!", on the corner of 22nd and Mesa Street. This junkyard has only recently gone out of business (as of 2020). Scenes that show the abandoned carnival were shot on San Pedro's harbor near the Vincent Thomas Bridge, which connects to the city of Long Beach. One of the beginning scenes where Alex is standing over a cliff overlooking the ocean was shot on Paseo Del Mar, a seaside road that runs in front of San Pedro's famous Korean Bell, into Palos Verdes and eventually the city of Torrance. Other scenes can be seen of Alex driving along the same scenic road as well. See more »


When Michael lifts up Alex's skirt to rip the legs off of her pantyhose, the back of her hose is already torn open despite that the sex scene is just beginning. See more »


Alex Grant: [to Sandra about Louis] I know it sounds impossible, but I know he's here.
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Referenced in Adjust Your Tracking (2013) See more »

User Reviews

Oh no it's got "Wes Craven presents" in the title :(
6 February 1999 | by tampSee all my reviews

The pits! God knows why Wes Craven insists on slapping his name on the front of drivel like this, it's only going to ruin his reputation.

I've not seen the first film that this was based on so I can't compare them.(please someone do the honors & tear this film to pieces)

Far too many prolonged dream sequences got me reaching for the fast forward button, characters you don't really care about, gorehounds will hate it & a naff ending just about sums this film up. one out of ten.

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Release Date:

21 August 1998 (USA) See more »

Also Known As:

Carnival of Souls See more »

Filming Locations:



Box Office


$2,000,000 (estimated)
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Company Credits

Production Co:

Trimark Pictures See more »
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Technical Specs


Sound Mix:




Aspect Ratio:

1.85 : 1
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