
- Actual Ghoulies action - this time out, the featured characters are given as much screentime as the heroes, they are the main antagonists and the films a lot more fun as a result.
- A much wittier script, by Re-Animator writer Dennis Paoli.
- A great carnival/funhouse setting.
- Featured midget performer - unlike the two faceless midget/dwarves last time out, this one is a guy you'll recognise from everything from "Bordello of Blood" to "Sabrina the Teenage Witch". You know you will. Here, he speaks in Shakespearian verse a lot.
- There's some dreadful eighties cockrock, courtesy of the band W.A.S.P. , which stands for "What A Stupid Acronym" (they weren't very good at spelling).
- The old alcoholic magician, played by Royal Dano, who I also loved in "Killer Klowns From Outer Space", who says things like "The master [of magic] ? That's great, he can do anything, he can even make this bottle disappear!", then drinks the entire bottle of whiskey and smashes it on the floor. Bare in mind, he was a fairly gentile and senile old man in all the previous scenes.
I loved the part where the evil corperate guy who's daddy owns the carnival and is here to fire some faces tells a team of cops "ten thousand dollars if anyone brings me one alive". This has absolutely no bearing on the plot at all - as far as I can tell, it's only there so it can be cut into a trailer and give the impression that the film has much more of a plot than there really is.

Overall, very recommended to hand-puppet horror enthusiasts.
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