Although this film is a remake of 1962's ''Carnival of Souls'', it bears little resemblance to the original aside from the ending. This film centers on Alex Grant (Bobbie Phillips) who witnesses a carnival clown named Louis Seagram (Larry Miller (entertainer)) rape and murdering her mother on January 24, 1977. Twenty years later, Seagram returns after being released from prison and attacks Alex in her car. She drives the car into the river, and as she struggles back to shore she has hallucinations of Seagram and the same carnival where she met him. Alex is then drawn into a ghoulish game of cat and mouse with Seagram at the carnival.
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