The Ghoulies are back and more mischievous than ever! Setting their sights on a travelling carnival struggling to break even, the creatures become the main attraction in the popular spook house “Satan’s Den”. Larry is an optimistic carney who believes the troupe will land on their feet and send the meddling corporate accountant packing. Dear old Uncle Ned, aka The Great Faustino, is not so sure and spends most of his days looking in the bottom of a bottle. After reading a summoning spell, Ned tries to pull a rabbit out of his hat only to produce a ghoulie. He mistakenly believes they must obey him, but they hide whenever he tries to reveal them to others. The monsters gradually take over the carnival and it’s up to Larry, the diminutive Sir Nigel, and Nicole, the lovely wire-walker, to save the day.

Ghoulies was an unexpected smash hit for Empire Pictures, launching a wave of tiny-monster creature features. The inevitable sequel, Ghoulies II, followed a few years later with a more ambitious setting. Working from a script by Dennis Paoli (Re-Animator, From Beyond), director Albert Band (Doctor Mordrid) keeps things moving at a steady pace, ramping up the action as the creatures become bolder in their behavior. The carnival location opens up the possibilities for colorful gags and humor and a grander finale. Ghoulies II is a standalone film with little in common with the original outside of the monsters wreaking havoc. We learn from Paoli in an interview on this disc that this is because he never saw the first film before writing the sequel!

Damon Martin (Pee-Wee’s Big Adventure) stars as Larry, not so much a hero as much as simply someone good at avoiding monsters. He is a decent person trying to keep his carnival family together, but the challenges are getting harder. Kerry Remsen (Pumpkinhead) and Phil Fondacaro (Troll) co-star as Nicole and Sir Nigel, Larry’s friends and helpers. The trio play well off each other and are likeable, which will keep audiences rooting for their survival. The late, great Royal Dano (Killer Klowns from Outer Space) plays Uncle Ned, the big-hearted drunken magician who has lost faith in himself and the business. Not everyone at the carnival is nice, as evidenced by chief antagonist Hardin, the penny-pinching accountant looking to close the show. J. Downing (Robot Wars) fills the role with an unsympathetic tone, as Hardin cares more about money than people. Trouble also comes via a group of rowdy townies, including Sasha Jenson (Halloween 4) and William Butler (Arena) as Teddy and Merle respectively.

There are many noteworthy names on the crew of this seemingly trivial film, starting with Lucio Fulci’s frequent cinematographer Sergio Salvato (House by the Cemetery, City of the Living Dead), who makes the picture look like a million bucks. Working close by his side is production designer Giovalnni Natalucci (Crawlspace, TerrorVision), who created the impressive carnival location on an indoor soundstage. The ghoulies are once again the creation of make-up effects master John Buechler (Friday the 13th Part VII) and they are somehow both ugly and weirdly adorable. The creepy score was composed by Fuzbee Morse (Dolls) and the picture was tightly edited by Barry Zetlin (Darkroom, Grandmother’s House).

Ghoulies II improves upon the concept of the original in many ways, including story and pacing. The premise remains flimsy; in this film the creatures multiply in a barrel of toxic chemicals before hitching a ride with the carnival. There are some fun ideas to be certain and the conclusion leaves things open for more – two more sequels followed. If you are looking for empty calories of entertainment and can’t get your hands on a copy of Gremlins or even Spookies, then this one should satisfy your needs.