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This uneven but frequently compelling film failed to draw a big audience during its original release but has become a cult favorite over time thanks to its unique subject matter and an array of fine performances. Thomas Baum's script effectively captures the atmosphere of the carnival setting down to the last gritty detail while also managing to find the carefully hidden humanity in the carnival denizens. Unfortunately, it gets a bit one-sided when dealing with non-carnival characters, who are all portrayed as rubes or vicious criminals. Director Robert Kaylor wisely avoids stylizing or sentimentalizing the story, instead allowing the setting and characters to carry the film on their own. Carny also benefits from a gifted cast that fleshes out its characters in a believable fashion. Gary Busey gives one of his most memorable performances as Frankie, a man caught between his love of carny life and his feelings of isolation from the "normal" world: The scene where he suicidally taunts a group of rowdy patrons after having his heart broken is scary and moving all at once. Jodie Foster left her child-star image behind with her sexy, assured portrayal of Donna, a frustrated small town girl who finds herself seduced by the con-artist aspect of carnival life. Robbie Robertson, who makes his acting debut here as Patch, isn't as magnetic as the other leads but displays a cool charisma all his own. In the end, Carny may turn off some viewers due to its gritty subject matter, but brave viewers will find it a journey worth taking.