Wilbir Johnson (James Best) is humiliated by people at his local carnival due to his scarred face as to what happened to him vcaused by his abusive father many years ago along with being bullied by his employer Guido (John Nutten).
Not only that no beautiful woman wants to be around him. He covers his face with make up to look normal.
However a friend of his that works there named Angel WIlson (Linnea Quigley) knows a witch in the swamp named Zaranda (Brigitte Hill) that can offer him great powers with a mask to make him attractive only to have something valuable of his in return.
Whenever he wears the mask it makes people too scared to torment him again leading to supposed accidental deaths as he seeks revenge on anyone who tormented him but Guido destroys what Zaranda wants from him causing the mask to stay on his face and making him go out of control.

We spot a cheesy situation with two stuck up girls working at the carnival spying on Wilbur Johnson while he reveals his scarred face as well as a moment with Angel Wilson starting to attack one of them as the adrenaline seems quite fair but yet the moments on this doesn't look realistic at all.
We also spot situations and nice camera shots on people performing their freak show acts which looked cheesily entertaining to watch all of this.
A corny moment with two idiots mocking Wilbur when he is out of his tent and he gets in a rage as the writing and performances looked fairly corny to watch but yet great intense moments with Guido getting arrogant towards him and acting nasty which looked fairly intense and drawn in quite well along with Guido spotting a skeleatal head placed in a jar and demnding him to get rid of it when we hear what Wilbur had to say about it which also leads to some creepiness to the story and a mysterious situation too.
A good solid discussion and camera shots with Wilbur and Angel in a rowboat going through a swamp which looked nice and clear to spot all of this as well as their discussions flowing in nicely along with her acting witty towards him as this shines off pretty good too.
Nice low budget feel between Wilbur and the Swamp Lady as things look good and dark at her cabin as well as what she offers him as the moments looked good and still for what kind of a budget this film had and looked highly entertaining with the gloomy surroundings too. It is creepy when she tells him the consequences on not returning the favor. A nice shot on the mask too which looked impressive for a horror story such as this one.
There's a nice focused romance between Wilbur and Angel as this was nice to watch along with them having a candlelight dinner and her acting flirtatious and charming too which was well written in too. For the makers of this film who often had done bad films seemed to improve the plot for this one as this situation was perfectly put in.
There's a real powerful situation with a nice shot on Wilbur putting a mask on his face with one of the snobs working at the carnival approaching him and then a good close up shot on his face showing firey eyes and then her freaking out and running away as well as a good shot on her near some rides flying oin the air which looked terrifying to watch and having a feeling that she will knock into them. Certainly a real eye catcher here.
A perfect moment with Guido getting nasty towards Wilbur and demanding to get rid of that head in the jar and pretty intense on what he is about to do with the object which really makes you cringe wondering on how he's going to explain to the Swamp Lady.
Interesting flashback scene involving Wilbur as a child and his abusive father when ghe wants to be a clown like him for carnivals as we spot a perfect evil moment as to what this nasty father does to him. Certainly a real eye catcher to the horror story here.
A nice carefully paced moment with Wilbur slowly pointing a knife towards a hooker who treated him badly and seeing the turnaoround of her fear and trying to act nice to him for her safety as this was well done. Plus a nice moment when he shows her his mask and then putting it on a neat special effects mask looking monstrous and her freaking out by backing up with a perfect death scene happening due to this.
A great brief dark moment between the Swamp Lady acting cold towards Wibur when he stresses as to what happened the the skeletal head he was supposed to give her in return to offer the magical mask as this looked quite effective to watch.
There's a great shot on Wilbur wearing the mask while he enters the room where Guido is getting it on with a borad and she shoots him with neat shots on the smoke from the gun shooting the bullets through him as well as her slowly pointing the gun at her head in which Wilbur tries to tell her to stop as this makes you watch very carefully wondering if she will shoot herself or not. Plus nice shots on the mask bleeding which adds more great horror flavor to the story.
An interesting but slightly cheesy moment with Wilbur returning to the swamp and the Swamp Lady acting wicked towards him which looked dark and impressive but however when the evil magic of Wilbur strikes towards her as well as revealing a snake attacking her as well as her drowning in the swampy water it looked slightly corny but not trashy.
Things look great and touching when Angel is holding Wilbur while he is suffocating to death after the mask is removed from him which almost makes you feel like crying that it was powerfully put together. A great dramatic moment drawn in here due to the low budget this flick was made on.
Bottom line is that although there's were the odd cornballish moments this film was pretty darn good for the budget it was made on as it looked like a made for cable flick and was pretty entertaining. At times the story was slightly slow but then it moved along pretty well too. Alot of the elements like taking place in the swamp with the witchy woman seemed to borrow heavily off of Pumpkinhead. The makers of this film has done alot of bad flicks but should be proud of this one for sure as there's some nice romance in it along with the supernatural demonic type of horror too.

The acting is in rough shape for certain people and seems to fit in with others but will give my best here... James Best (Wilbur Johnson) couldn't seem to shake off his Rosco personalty by the way he spoke as I've seen him in earlier films and sounded more clear within what he was doing. The Dukes of Hazzard is long gone dude. Yet he seemed to do fairly okay as someone whom is disturbed about having to deal with people and getting into this nicely. He shows off a nice aggression whwnever he had to be this way. Also does a fine job with his emotional attitude especially when he's dying as he really got into character a fair deal while being this way.
Linnea Quigley (Angel Wilson) is very rough in her performance playing a tough as nails tomboy in which she was over the top with her aggressions especially when she is about to get into a fight which seemed a little too acted out and not natural enough. However she does well with her charming behavior as well as acting flirtatious and romantic too. Was fairly convincing with her emotional attitude during the end of her performance as she looked good and serious by everything that she did here.
John Nutten (Guido) was probably the best out of the cast as an arrogant employer at his carnival as he showed a nice powerful drive wuth his aggressions and nasty atttiude that you feel like hating him. Plus shows off a good bullying and sleazy type of personality which shows off perfectly too. Does good with his forceful energy and had the right motivation throughout all of this too. Yes he made his role very worthy and a right choice for all of this too.
Brigitte Hill (Swamp Lady / Zaranda) shows a nice creepiness to her role as a witch or egyptian of some sort and showing a nice stillness to her speaking too. Does a nice job with her gravelly voice especially when she shows off her wicked aggression when she isn't happy about something and knew on how to react to any types of susepnseful situations surrounding her. Also shows perfect wicked wide eyed expressions when she shows off her aggressions.

A scarred peeled off face of the main character is revealed in many scene's.
A head is cut off and briefly revealed after hittting one of the rides but the decapitated head looked rather fake.
A hooker is impaled on a sword stabbed through her crotch.

The composer Michael Parnell really does wonders with his synthesizer music in which he offers some icy sounds which suits the low budget dark horrors that unravel as well as some nice peaceful sounds for the romantic moments too. Plus we have some saxophone playing for a scene where a whorehouse takes place which seems necessary for what we spot in the film. Also there's the odd cheesy type drum pounds as well as some hissing here and there which seems to work into the cheesiness in certain spots of the film. Plus we hear synthesizer violin sounds which seems to shine off in a fair fashion. There's the odd moment when there's smooth piano type music for when the police approaches to question someone and sounds strong during the closing credits too.