Rebellious teen Amy defies her parents by going to a trashy carnival that has pulled into town. In tow are her boyfriend, Buzz, and their friends Liz and Richie. Thinking it would be fun to spend the night in the campy "Funhouse" horror ride, the teens witness a murder by a deformed worker wearing a mask. Locked in, Amy and her friends must evade the murderous carnival workers and escape before it leaves town the next day.
| Amy Harper | Elizabeth Berridge |
| Buzz Dawson | Cooper Huckabee |
| The Barker | Kevin Conway |
| Liz Duncan | Largo Woodruff |
| Richie Atterbury | Miles Chapin |
| Mrs. Harper | Jeanne Austin |
| Mr. Harper | Jack McDermott |
| Joey Harper | Shawn Carson |
| Geek | David Carson |
| Bag Lady | Sonia Zomina |
| Truck Driver | Ralph Morino |
| Carnival Manager | Herb Robins |
| Strip Show Dancer | Mona Agar |
| Marco the Magnificent | William Finley |
| Carmella | Susie Malnik |
| Madame Zena | Sylvia Miles |
| Strip Show MC | Sid Raymond |
| Heckler - Girlie Show | Larry Ross |
| Strip Show Voyeur | Frank Grimes |
| Poker Player #1 | Frank Schuller |
| Midget with Tall Lady | Peter Conrad |
| Tall Lady | Mildred Hughes |
| Spectator | Glen Lawrence |
| Garbage Collector #1 | Shawn McAllister |
| Garbage Collector #2 | Sandy Mielke |
| Spectator | Mike Montalvo |
| Man in Tent Show (uncredited) | Raymond Forchion |
| Carnival Strongman (uncredited) | David Mandel |
