EDITOR’S NOTE: Carny was on the CBS Late Movie on May 19, 1986 and June 16 and August 5, 1987.

Robert Kaylor made the documentaries Derby and Max-Out before this film, which he wrote with his wife Phoebe, Thomas Baum (The Sender) and Robbie Robertson. Yes, from The Band. He also plays Patch, the fixer for the Great American Carnival. This makes more sense than you would think, as when he was 14 and 15, Robertson worked summer jobs in the traveling carny circuit, which also inspired The Band’s song “Life is a Carnival.”

Patch’s best friend is Frankie (Gary Busey), who is also The Mighty Bozo, a clown who sits in a dunk tank and tries to get people mad enough to play his game. Then, in the middle of their perfect small life, Donna (Jodie Foster) meets and falls for Frankie and joins the carny.

She soon learns the ways of the carnival, even if Patch doesn’t want her in their world. She finally fits in when her work on the midway thanks to the training of Gerta (Meg Foster). But you know how young love goes, because soon enough, she ends up in bed with Patch, which adds drama to the carnival.

Luckily, everyone comes together after the local mob attacks the carnival and leaves their oldest member On-Your-Mark (Elisha Cook Jr.) dead and nearly kills Frankie, too. Patch, Frankie, Donna and Heavy St. John (Kenneth McMillan) get their revenge by pulling another scam on the criminals, then the carny leaves town again, but this time with Donna as her own woman, belonging to no one.

This movie also has small roles for some of my favorite actors, like Fred Ward, Tim Thomerson and Craig Wasson (as Foster’s townie boyfriend). As for Foster, she was 16 when she made this movie and had love scenes with Busey, who was 35, and Robertson, who was 36. There’s also a scene where she tries to seduce a lesbian mark that is nearly volcanic.

Everyone is uniformly great in this film and Robertson was a natural at acting. Sadly, it came out on the same weekend as The Shining and The Empire Strikes Back, so you can just figure how well it did at the box office. This movie also feels more like a hang out than a plot and that’s another reason why I liked it so much. You get the vibe of what it’s like to be part of the carnival. The freedom, as well as the issues, the way each city is different and how the relationships work. It’s really something.

You can watch this on YouTube.