This entertaining sexploitation update of Freaks from producer David Friedman and director B. Ron Elliott (using the pseudonym "Byron Mabe") has its moments for sympathetic viewers. Jade (Claire Brennen) is a diner waitress who wants success at any price, so she joins a traveling carnival despite her old boss's warning that "You're going all the way down!" Before long, Jade is married to the carnival owner (Bill McKinney of Deliverance) and having an affair with a ferris-wheel operator named Blackie (exploitation director Lee Raymond). Jade likes the money but hates the carnival freaks, so when a midget named Shortie (Felix Silla) informs McKinney of her affair with Blackie, she vows revenge. Predictably, McKinney confronts Blackie and gets stabbed to death, so Jade inherits the carnival. She fires Shortie and starts treating her former friends badly, leading the freaks to attack her one night and surgically transform her into a hideous monster. The film ends with Jade's old boss from the diner laughing at her as she is exhibited as a sideshow freak. An amusing diversion, though it is obsessed with phallic snake symbolism and isn't even a fraction as good as its 1932 model.