A haunting, moody film, CARNY looks at a carnival that is trying to hang on in Disneyland/theme-park America. Frankie (Gary Busey) is the carny "Bozo" who sits above the water tank and taunts customers into trying to dunk him. He's filled with rage that would land him in jail if he weren't allowed to vent his spleen on a daily basis from behind the protection of his cage. Frankie's pal is Patch (Robbie Robertson), the carny's peacemaker, who handles all disputes, paying off lawmen and local politicians and calming tensions among the carnival's acts and employees. When the teenage Donna (Jodie Foster) attends the carnival with her boy friend, she's seduced by the romance of the midway and runs away to join the show. She takes up with Frankie at first, then ends up sleeping with Patch, causing tension between the two. CARNY was begun as a documentary project by nonfiction filmmaker Robert Kaylor (whose DERBY  profiled the roller derby). Kaylor went to different carnivals around the country, taping interviews with the employees, then decided to make a feature based on some of the characters he'd met. With financial help from Robertson (guitarist-composer for the Band, whose "farewell" concert was beautifully documented by Martin Scorsese in THE LAST WALTZ ), Kaylor was able to make this movie, a creepy, atmospheric little film that uses a great cast to its best advantage. Worth seeing.