For a fun ride, enter Tobe Hooper's The Funhouse. A creature feature slasher that clearly has something in common with the director's earlier films (1974's The Texas Chainsaw Massacre and 1976's Eaten Alive), there is a pervasive air of seediness enhanced by a weird carnival locale that proves a perfect horror setting.

A much more polished film than its predecessors, this one also has a similar feel to 1978's Halloween, in that much of the violence is suggested. Hooper does an amazing job of creating suspense with sound and editing, proving once again that not everything needs to be shown to make an effective film.

At the Harper residence, a familiar scene unfolds. A mysterious figure enters the house. One of the rooms is filled with masks, props and posters of movie monsters. On the wall is a knife, which the intruder picks up...just as young Amy (Elizabeth Berridge) is getting into the shower. The figure then puts a mask on and we see him go towards the bathroom through his point of view.

With Amy unaware that she's being watched, the stranger quickly pulls the shower curtain open and begins "stabbing" her. Amy screams until she realizes one thing...the knife is made of rubber. It was just a prank by her brother Joey (Shawn Carson).

Furious, she yells at the little boy and chases him to his bedroom where she finds a puppet on the bed with a knife in its head. Frightened yet again, Amy tells her brother she is not taking him to the carnival the following Saturday - and vows to get back at him.

The weekend arrives and Amy prepares for her date with Buzz (Cooper Huckabee). They have plans to go to the fair, despite her parents' objections. Apparently, the same carnival went through a nearby town the year before and two girls were found dead. Amy tells them not to worry and assures them she's going to the movies.

She suggests to Buzz that they actually go to the movies because her dad is worried about her. Buzz says her father is only trying to bum her out, a comment which doesn't sit well with Amy.

The couple picks up Amy's friends Liz (Largo Woodruff) and Ritchie (Miles Chapin) - and the four share some pot before they arrive at the carnival. Meanwhile, little Joey sneaks out of the house. He knows exactly where the group is headed.

The carnival that night is packed with young people. Amy is still a little peeved because of Buzz's comment about her father. Buzz apologizes and the couples wander around, taking in all the sights and sounds. They obviously enjoy themselves as they ride the ferris wheel and bumper cars.

However, the place is filled with weirdos and unsavory types. In the ladies room, Amy and Liz run into the type of character we've come to expect and love...an old bag lady (played by Sonia Zomina) who warns that "God is watching them."

The four enter a tent which houses the freak show and are unnerved by the sight of the two-headed cow, as well as a bizarre dead mutated baby encased in water. Outside is a creepy barker (Kevin Conway), inviting patrons to come in.

Walking past the funhouse, Amy locks eyes with the attraction's barker/proprietor (Kevin Conway again), who looks right at her as he says "you will scream with terror, you will beg for release...but there will be no escape, for there is no release from the funhouse!" This too unsettles her - so Amy convinces the others to attend a magic show.

Inside, Marco the Magnificent (William Finley) asks for a volunteer for his trick. He picks out a reluctant young girl (Susie Malnik) and tells her to step into his upright coffin.

The prop has a hole cut over her chest area, where Marco intends to drive a stake through. He does just that, drawing a gush of blood from the girl's mouth. The audience screams in terror.

Never fear, folks. The bloody shenanigans have revealed themselves to be just an elaborate midway trick, the magician introducing the girl as his daughter Carmella. Simultaneously, the film also follows Joey around as he tries to find his sister.

Next up on the freak list is a visit with Madame Zena (Sylvia Miles), a gypsy fortune teller who we see guzzling down some liquor before she welcomes the group. Zena sits down with Amy to look into her future, while Buzz, Liz and Ritchie watch from a couch.

However, the three are quite high from the grass they've been smoking and can't contain their laughter. Unable to finish her reading Zena throws the friends out with this classy warning: "Don't come back or I'll break every bone in your fuckin' bodies!"

While Joey decides to take a ride into the funhouse, his sister and her friends take a peek at a strip show through an opening in one of the tents. Inside, some decidedly older women put on a zesty show for the easy to please crowd of cheering men.

Liz notices a dirty old man standing near them and also watching the action. The fellow clearly irritates Liz and as the friends start to walk away from the tent, Amy locks eyes with the stripshow barker (yes...Kevin Conway again).

The four then watch as a guy in a Frankenstein outfit (played by Wayne Doba) heads towards the funhouse where he helps load people into the electric cars. They make fun of the little guy and then Ritchie gets a bright idea...he says they should all spend the entire night in the attraction. Amy calls her parents to tell them she's staying over at Liz's house.

Her brother watches curiously as they enter the funhouse he and notices that all the cars that exit are empty. The carnival is now closing and people are leaving - but Joey decides to hang around outside. The crazy bag lady who unnerved Amy and Liz in the ladies' room intentionally scares him and the boy runs away.

Inside the funhouse, the two couples are making out when they suddenly hear a noise. Realizing they're above a room, they try not to make a sound as they watch below.

Madame Zena is being paid by the guy in the Frankenstein costume for sex. The group can hardly contain themselves but the "session" is over quickly.

Too fast in fact for old Frankie, who tries to get his money back. Zena refuses and calls him a freak, causing the guy to strangle her to death.

The group decides they've seen enough and try to find a way out. They make their way down to the room where they see the dead woman's body. Ritchie goes in to make sure she's dead and steals the money from the cashbox without telling the others. Unsuccessful in their attempt to flee, they go back to their original spot to figure out a plan.

Again they hear a commotion in the room below and watch as the funhouse barker confronts Madame Zena's killer. It's apparent that "Frankie" is the barker's son and after initially striking him, he decides to blame the murder on one of the locals.

Soon however, the barker discovers that all the money is missing and blames his son. The young guy starts flipping out and pulls off his mask to reveal a hideously deformed monster. The four friends are frightened and Ritchie inadvertently drops his cigarette lighter. The barker now knows there are other people nearby. Buzz realizes Ritchie took the money and tells him it was a dumb idea that's going to get them all killed.

Outside, Joey is still milling about. The "monster" tries to grab him and Joey runs into the arms of a carnival worker. His mother and father are called and they arrive to pick him up. The boy is passed out and unable to tell them about the danger his sister is in. When he awakes, Joey is still in a state of shock and his parents head towards their car to take him home.

Meanwhile, the barker has convinced his son to help him get rid of the intruders. While Ritchie is telling a childhood anecdote, a mechanical skeleton suddenly springs out of the floor and a noose comes down around his neck. He is quickly pulled up and out of sight. Liz is inconsolable and cries out for her boyfriend.

In the distance...Liz, Buzz, and Amy see one of the cable cars coming towards them. Fearing for their lives, Buzz picks up an ax and strikes the person in it. Unfortunately, he strikes his dead friend's corpse. Liz chases after the body and falls through a trap door.

She wakes up in a ventilation tunnel and sees the monster coming at her. In an attempt to save her life, she offers herself to him and manages to stab him in the back. The monster survives and kills Liz.

Amy, still reeling from Ritchie's death and Liz's disappearance, catches a glimpse of her parents leaving the carnival with Joey. She screams out to them but they're unable to hear her cries.

While trying to find a way out, Amy and Buzz run right into the barker who points a gun at them. Amy asks him why he's doing this...and the barker tells her he's just protecting his family.

At that moment, Ritchie's corpse pulls up in the electric car, giving Buzz an opportunity to struggle for the gun. Buzz ends up impaling the barker onto a sword - but realizes there might be a set of keys in the guy's pocket. When Buzz tries to retrieve them, the still alive barker grabs him and starts pulling him into the sword. The blade cuts into Buzz slightly...yet he fires several shots and finally kills the old guy.

Suddenly, the monster jumps down from above and sees his dead father. Amy runs off and hears a gunshot. She turns around only to see one of the funhouse figures coming towards her holding Buzz's limp body. She runs into the same room where Madame Zena was murdered and finds Liz's bloodied corpse, as the monster gets closer.

Amy finds a passageway to the machinery room, which is surrounded by chains, moving gears and bursts of steam. The monster appears and the girl grabs a crowbar and swings at him. The monster is able to get a hold of the weapon but ends up swinging it into a large fuse box and electrocutes himself.

Frightened and unable to move, Amy watches as he gets caught in an overhead chain which carries him towards the gears. Not quite dead, the monster grabs at her but Amy escapes and the monster ends up mutilated in the moving gears.

The sun is beginning to rise as Amy finally makes it out of the funhouse. She wanders out in a daze and glances up in horror to see a fat mechanical lady laughing. It's just another morning at the carnival as the homeless mill about and the workers set up for another day...

The ending recalls Chainsaw in its relentlessness...in this case the noise in the machinery room is similar to the effect of the buzzing chainsaw. It jars the senses and leaves you on the edge of your seat.

Director Tobe Hooper truly lays the groundwork with the mechanized creatures, the deformed inbred monster, the creepy surreal barkers and more. A fine job is done of building up the suspense...not taking us into the funhouse right away - but instead having the characters first visit all the usual attractions: rides, the freakshow, a strip act, a fortune teller, etc.

Much credit should also be given to Andrew Laszlo for the cinematography, Jack Hofstra for his editing, Morton Rubinowitz for his production designs and John Beal for his stirring score. Together, this team made one of the more memorable horror films of the early '80s.

The solid lead acting by Elizabeth Berridge only compliments this well-crafted and solidly constructed gem. (Berridge is best remembered as the wife of Wolfgang Amadeus Mozart in 1984's Best Picture Oscar winner Amadeus.)

Another standout is Kevin Conway, truly sinister in the roles of all three barkers. Simply put, this film is great fun.