It has taken me years to expunge the sight of Gary Busey in drag from my memory. (Check out the Steven Seagal box o' rocks actioneer "Under Siege" if you absolutely must). Just when that image had faded, finally, I rent "Carny" and am treated to a number of scenes featuring Busey in full clown make up, swigging tequila and antagonizing rubes in a seedy midway act. I probably won't be able to sleep for about a decade now.

If the people behind "Carny" had stuck with the amazing sleaziness and creepiness that are all pervasive throughout the first half-hour of this movie, "Carny" would be a smash. As it is, file it under the "interesting failure" section.

"Carny" briefly limns a slice of life of Frankie (Busey), his partner in crime Patch (music legend Robbie Robertson) and the twist that comes between them, Donna (Jody Foster). The movie starts as a bit of a character study, and then becomes more plot driven and subsequently far less interesting.

Busey's act in the "Great American Carnival" is to besmear himself with full clown features, then perch above a water tank and hector onlookers to try and dunk him with well-aimed balls. Scary enough, but Frankie's torrents of abuse to the hapless midway crowds often take on a seriously demented tone, not unlike a non-Cockney version of Ben Kingsley's character in "Sexy Beast". Plus, Frankie doesn't seem to know when to quit. This leads to "Carny" having one of the best taking the piss out of the local rednecks scene since "Easy Rider".

Patch plays the straight man of the duo, a sort of sodden Chuck D. to Frankie's frantic Flavor Flav. In addition to keeping Frankie on a short leash, Patch runs all the various scams that take place in the carnival. In between shows, the two keep busy with plenty of all-American, two-fisted boozing and whoring. A life most of us can only dream of….

Patch and Frankie's life is disrupted by the presence of Donna, who is one of Frankie's small town conquests. (I mean, what gal wouldn't fall for a drunken clown in overalls insulting all and sundry?).

When Donna decides to dump her Dairy Queen existence for a stint with the carny, Patch naturally takes the high road and tries to run her off with a variety of schemes before their own inevitable coupling.

The main beef I have with the movie is its unexpected tone shift. As I stated, the first half-hour of the movie submerges you in a nice grit bath. The opening credits, a long scene of Robertson silently collecting graft on the midway and Busey's initial courtship of Foster are amazing and set a beautifully desolate tone. However, the writers suddenly start to back pedal on this mood frantically, as if nobody could possibly handle a movie where the main characters are trashy losers. Instead, they opt for a well-intentioned but clunky switch into "Freaks" territory where all the carnies are beautiful misunderstood outcasts who just want to make a decent living on the road. "Carny" then descends into a moderately interesting but nothing special drama pitting the carnival denizens against a backwoods hickster mafia.

This shift, along with the unexpectedly upbeat ending, doesn't sink the movie, but it would have been ten times better if director Kaylor had stuck with a slice of life approach, and probed into the characters of Frankie, Donna and Patch a little more. The movie, like a girlie show, gives us some tantalizing glimpses, and then pulls back. No full contact allowed here, kiddies.

Much has been made of Foster's appearance in this movie since some film geeks see it as her transition from adolescence to adult hood. Foster and Robertson acquit themselves with honors, but "Carny" is really Busey's movie from start to finish.