Twenty years ago a child named Alex Grant (Raquel Beaudene) experienced her mother being beaten and killed by someone employed as a clown at a local carnival by the name of Louis Seagram (Larry Miller) and then got locked up and put away.
However, Louis escaped and tried to hold Alex as hostage in her car to get to her sister Sandra (Shawnee Smith) but she drives the two of them into the depths of the ocean and only Alex rises out of the car.
She is then working at the carnival with her sister but is being haunted by supernatural forces as well as Luois himself as he seems to have returned from the dead and doesn't know what to do about all of this since she finds no escape from him at all as he plys a diabolical game on her.

The story seems to deliver some jumps and alot of twists to the story. They start it off with a disturbing scene by having a child Alex Grant walking towards a room where her Mom is being abused by a creep named Louis as the setting is extremely disturbing with this moment happening. However some of the performances with everyone involved is a little wooden.
Decades later, Alex is a fully grown and is visiting her Mom's tombstone as the setting looked fairly decent. She goes to her car and spots a red balloon which makes things mysterious and a nice add on into a haunting type of horror story.
While she is about to head for home there's a good shot on Alex Grant sitting in the drivers seat with Louis Seagram sitting in the passenger seat by grabbing her and poitning a gun to her. He tells her about his plans with her and her sister in which the suspense piles up with all this happening. It made me wondering if she is hallucinating or she's having a nightmare. A total teaser here. Later on she shows nice energy by putting the pedal to the metal and driving into the ocean which looks adventureous.
More flashback sequences with Alex remembering her childhood at the carnival in which she is looking for her mother in which we spot Louis dressed as a clown as his interactions looks quite devilish like and untrustworthy. Then when her Mom comes into the picture finding Alex she has a conversation with Louis in which he offered a wicked charm towards her and stealing her heart especially when he discovers that she's a widow. This was well written in and explains the prologue but some of the situations here looked a bit rough.
When Alex is at home there's a good camera shot on her by dunking her head in a sink of water and Louis keeping her head in there as it looked Freddy Krueger like. It looked perfectly intense. Plus he talks wicked towards her which offers a nice nightmarish setting as well as these creature like people involved during this moment which mildly psyched me out at the time.
A great suspenseful moment with Alex in a carwash with these ghoulish things surrounding her along with her vehicle being flooded up and she's trapped inside. This moment for sure looked suspenseful wondering if she will drown or not as it takes her to another situation making moments look totally strange and twisted.
We have a terrific moment between Alex and Michael when he comforts her making the situations look somewhat romantic. Their scene's were drawn in well but when they're acting lusty towards one another and tearing off each others clothes this looked a little too planned out and unnatural. Yet there's a spooky moment once again while this happens offering more hallucination and horror timing.
Alex sees a shrink in which there's well focused camera shots on their discussions. Plus this moment looked quite natural as she thinks she has taken his session before but is in for a shocking surprise as she is proven wrong. This was a total brain teaser wondering if she is going insane or not. Rhis scene was well done and mysterious.
Alex is at the abadoned carnival in which she hallucinates it being operational in which we see nice slow movements on the zombie's at the carnival with Alex walking around looking a little frightened and a nice fantasy shot on her like she's in Alice in Wonderland in a funhouse when Louis is taunting her and then she acts courageous while pointing a gun at him which has some nice timing too.
Bottom line as that this remake to the 1962 classic is extremely different by any means with different characters and plots. The only similarities is a troubled woman being haunted after driving her car into the water. However, this film really doesn't go anywhere at all and is extremely bland and stale plus it's like a Hellraiser ripoff too but not a bad film at all.

The acting is too average I found but again that is just me as some might think of it differently. Lead actress Bobbie Phillips (Alex Grant) didn't do anything for me at all as the troubled woman disturbed by her childhood past but she wasn't by any means terrible. However, showed nice frightened expressions with the terror surrounding her. She also really knew how to act uptight with her discussion with her fellow actor playing a shrink. So she does have some decent energy.
Shawnee Smith (Sandra Grant) does well with her calm like behavior. She also does well with her outgoing behavior too in which she lightens stuff up to what she is talking about. Also gets into other stuff believeably when she shows concerns towards others.
Larry Miller (Louis Seagram) seemed to breeze through well as the evil murderous clown in the film making his part believeably untrustworthy and sleazy like. He performed well by acting like a scumbag. Shows off a devilish attitude as well as an evil charm to his part. he was also right for his looks and appeal to playing a horror character.
Paul Johansson (Michael) stood out greatly as a playboy type in the film and had the perfect looks too. Seemed to do well by acting likeable and showing off as a guy next door type. He was a fairly convincing character actor.
Cleavant Derricks (Sid) shows off a spunky employee bartender. Does well with his likeable behavior and really gets into the pizzazz. Offers the right energy within all that he did here. Made his supporting role look noticeable.
Brendon Thomas Dillion (Henry) however, had the most effective supporting role as a regular customer at the bar in which he throws a full thrust within his speaking just getting into it big time. Shows off a believeable friendly and generous attitude. All if this come together marvellously and another worthy character actor.
Supporting actress Anna K. McKown (Elaine Grant) played a good single mother as she knew how to play a character in the film. Even though she was a bit wooden during the beginning of her performance she made you want to help her when she is being attacked. In other flashback scene's was great by acting warm and friendly.
Child actress Raquel Beaudene (Young Alex Grant) really knew how to play someone cautious as the younger version of the lead in the film. She is very rough with her lines when she points a gun towards someone during the beginning of her performance though.

Blood is splashing on Alex's face after she shoots Louis.

The music Andrew Rose contributed wasn't really anything special as it sounds too low key but we have some interesting piano sounds. At times though it picked up a bit with whooshing sounds as well as some mellow sad music too for certain parts of the scene's seen in this story. Plus some average peaceful music for some of the uplifting moments. When the terror happens it works for time to time with the fast action sounds along with some deep vocal harmonising.

Alex Grant: I've been seeing things, things that can't be real.