Sorority girl April Delongpre (Sherilyn Fenn) is a respectable daughter of a powerful Alabama senator engaged to Chad Douglas Fairchild. She's literally the Queen of the ball. They seem happy together and her father likes him. Then the carnival comes to town. While everybody is away, carnie Perry (Richard Tyson) breaks in and takes a shower. April gets intrigued by the danger and has an affair with the hunky carnie. Her grandmother Belle Delongpre (Louise Fletcher) suspects her of straying and assigns local sheriff Earl Hawkins (Burl Ives) on the case. While she's riding with Patti Jean (Kristy McNichol),the carnival has a breakdown and a brawl ensues. She falls deeper into that world. Belle and Earl try to get rid of Perry.

This is a cheesy sexploitation B-movie. It is definitely one of the better made of its genre. The dialog is cheesy. The plot is ripped from a romance novel. Richard Tyson looks like he's from the cover of a romance novel. Sherilyn Fenn is probably above the material. One can't really complain about the script or the style. The movie knows it's cheesy and fully embraces it. It's sort of like 50 Shades or Nine 1/2 Weeks. It even has Hervé Villechaize in it.

Young, rich, and beautiful Southern belle April DeLongpre (Sherilyn Fenn at her most radiant and luscious) is about to get married to the wealthy, but insipid Chad (oily smarmball Martin Hewitt). However, April just ain't happy about this too cozy arrangement, so she decides to risk everything by having a tempestuous fling with scruffy, yet hunky carnival worker Perry (smoldering Richard Tyson). Writer/director Zalman King treats the inane overheated material with gut-busting misguided seriousness: The ripe downhome atmosphere, uproariously asinine dialogue, artsy lighting, highly variable Southern accents, and a trashy formula plot ripped straight out of a cheap'n'tawdry dimestore paperback all ensure that this film remains a complete howler from start to finish. The cast ham it up with lip-smacking aplomb: Louise Fletcher huffs and puffs disapprovingly as meddlesome matriarch Belle, Burl Ives goes to town on his juicy role as the sinister Sheriff Earl Hawkins, Dabbs Greer likewise has a ball as lovably kooky old rascal Kyle, Millie Perkins cuts a daffy figure as April's loopy mother, Kristy McNichol contributes a lively turn as rowdy bisexual cowgirl Patti Jean, and Herve Villechaize grumbles barely coherent obscenities as foul-mouthed carny owner Smiley. Milla Jovovich makes her film debut as April's adorable little sister Samantha. Best of all, Fenn looks positively ravishing and bares her delectable body several times. Mark Plummer's glossy cinematography and the jazzy score by Jonathan Elias both further enhance the deliriously torrid mood. A total campy hoot.

It's a two moon travesty when peroxide blonde Sherilyn Fenn rebels against her society family and fiancé to rip the T-shirts off Richard Tyson, a carny hunk in tight jeans. Lousy attempt to mine the same erotic territory as "Nine 1/2 Weeks", but at least that film had a competent director...this thing's got Zalman King (you know right away where he's coming from: he keeps the girl naked and begging). Kristy McNichol shows up in a cameo played for high camp value (she gets naked too!). A couple of lines made me laugh, but film is embarrassing when it tries to get serious. The crux of this garbage is that Fenn's character can't make a decision without stripping and crying, stripping and crying. Maybe she should have dumped Tyson for McNichol? *1/2 from ****