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A small town is invaded by aliens, in the shape of circus clowns with over-sized heads, from outer space. They are capturing and killing people with cartoon-like ray & popcorn guns, vehicles, balloons, and more. They store the bodies in cotton candy cocoons on their ship, which is disguised as a circus tent.
It may seem comical but what better a disguise? No one takes them seriously as they slowly imprison the town's people. Only a few of the young people in the town realize the true nature of the clowns. Armed with an ice cream truck, they try to defeat the alien army!

You gotta admit, this is one unique film. The basic plot isn't original but throw in a circus of large, zany clowns with Toys'R'Us-like weapons and you have one wild and crazy ride of a "horror" film!

Do not expect great-acting here. The clowns and cheesy SFX are the true stars. Mike Tobacco & his girlfriend, Debbie Stone, are first to understand the true nature of the clowns. They enlist the help of Dave Hanson, a young policeman, and Rich & Paul Terenzi, twins who own an ice cream truck to try to get girls. What a ragtag team! The classic John Vernon is great as the rude and disbelieving Police Officer Curtis Mooney, And another B-movie star, Royal Dano, is perfect as the redneck Farmer Gene Green with his dog.

The cinematography is most colorful. This is a B-movie but it plays like an A. Sure it's quirky and the acting leaves much to be desired, but it just doesn't feel like other B-movies I've seen. The crew took great care here. There's some cheesy SFX but they're meant to be comical. I suppose that's the charm; the fact that the crew professionally-shot this film with the intention of it being less than seriously. The sound is good and the music is professionally done with a few creepy songs.

When I first saw this about twelve years ago, I despised it. But upon this viewing and the directors' and crew's commentaries, I appreciate it a bit more. You need to ignore the simple story and focus on the props, sets, and SFX. It's not great by any means, but it does utilize a lot of plot/scene devices from 50s Sci-Fi films, of which the directors are great fans. This is a hit or miss for fans.

Learn more about this author, John Gugie.
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