Frankie (Gary Busey) and Patch (Robbie Robertson) have a system. Frankie wears clown makeup and sits in the dunk-tank cage, howling insults at midway passersby. Patch is out front collecting dollars from marks eager to make Frankie and his big mouth take a dive. It's a good town-to-town living for the two pals. Then Donna (Jodie Foster) came along.

A charismatic star trio energizes this grit-and-glitter slice of carnival life that's as atmospheric as a stroll down midway USA. Indeed, music man Robertson, who co-produced and penned the story on which the screenplay was based, once worked as a carny. He and his collaborators ensure that time spent with the impressive sights and unique personalities of this traveling show will be downright unforgettable."

A traveling carnival is the background for this sexy drama. Excellent performance by Foster as the young romantic interest of both Busey and Robertson.