Max is called to Russia when children go missing at an eerie carnival, run by the aptly-named Freako the Clown.
Tropes:
- Body Horror: And how. Freako's more monstrous victims don't even look remotely human anymore, possessing a wide range of extra limbs and deformities. Max's group gets hit with this hard as well, and Max himself looks like a hunchbacked goblin near the end.
- Circus of Fear: All the freaks that work there are kidnapped children turned into monsters.
- Collapsing Lair: Freako's hall of mirrors starts caving in when Max breaks the mirrors, for some reason.
- The Dog Bites Back: Max convinces Freako's deformed minions they really have no reason to be working for the guy who turned them all into monsters. They proceed to trash his carnival.
- Dwindling Party: Inside the Funhouse Max's friends get sucked into the darkness one by one thanks to Freako's traps, until only Max is left. Thankfully everybody's saved when the Mighty One destroys the magic mirrors.
- Forced Transformation: Freako has magical funhouse mirrors that turn anyone who looks at them into monsters. He's done it to a whole lot of kids, judging by the size of the mob we see. This dark sorcery is revealed when Freako drops a mirror directly in front of Max, who gazes into it with utmost horror before inevitably transforming into the grotesque creature reflected within the glass.
- Invasion of the Baby Snatchers: Freako lures kids to his carnival then kidnaps them. That's horrible enough without turning them into monsters too.
- Mirror Monster: The enchanted mirrors cause you to see your distorted monster form before you transform for real, though in Max's case he is also beset upon by the warped visages of his friends as Freako tries to break him down. Freako himself also seems to become one in the climax, as he confronts Max in the form of a giant face within the glass and never appears in person at this point. And then there's what becomes of him listed below in the The End... Or Is It? section.
- Monster Clown: Freako, who's just as scary on the inside as he is on the outside.
- No Ontological Inertia: When Max breaks Freako's magic mirrors, everyone who'd been changed into a monster by them turns back to normal.
- The End... Or Is It?: Just as the gang heads away from the wreckage of the carnival on a high note, the ending shot reveals several glass shards that materialize a cackling Freako's reflection, revealing that he did in fact survive the destruction of his lair. Despite this obvious Sequel Hook, Max and Freako never faced off against each other again.
