The opening sequence is an assault on the senses that sets us up for the rest of the movie. In the background are reports of a missing housewife, angry phone messages and a variety of oddball images that are beautifully edited. (As long as the sex scenes aren’t done the same way, this is great stuff.) When her car breaks down, she is beckoned into a circus of freaks. Veronica Caine is the ringmaster and she delivers her dialog perfectly.

Brittany Blue is the first act in the circus. She’s a sexy cheerleader with a choice. On stage with two caged men, Brittany has the quarterback (Tony Tedeschi) and a nerd (Scott Snott) both vying for her attention. Her choice is clear and Brittany starts teasing Tony through the cage. He slips his cock through the chain link and she happily sucks it. Brittany gives a great looking blowjob until his cock throbs and he is ready to let him out. Tony gives his hot cheerleader some fingers in the ass before sliding his cock right into her pussy. I know we are only halfway through the first sex scene, but to this point, Zupko is in fine form. She opens her ass and takes a hard pounding in the back door, stopping only to taste herself on his dick and change positions. Tony puts her ass high in the air and gives us all something to cheer about. After a stunning ass fuck, she strokes his load right out onto her face.

The next act is a look back at old school TV sitcoms. Brian Surewood and Scott Snott do a pretty good Honeymooners imitation. Rosanna de la Vega is in a carhop outfit and makes the mistake of trying to bring Brian a beer. He knocks the tray out of her hands and orders her to her knees. She takes it through the fence, but he isn’t nearly as pleased as he should be. Rosanna takes it all the way down and delivers a great blowjob in spite his insults. Brian wants more so she lowers her hose, bends over and backs her pussy up against the fence. He comes out of the cage and takes her hard from behind, enjoying the sight of her lovely ass before taking it. The sex is a tad rough for my taste, but Rosanna looks really good and backs her butt up really well to take every inch. Brian pulls out and shoots all over her face.

Veronica finally gets into the action dressed like Marilyn Monroe. Mr. Pete is dressed as Einstein and spends a while inspecting her body from head to toe. She drops to her knees and starts sucking his cock. (I wonder how many women in porn have donned the blonde wig and done the Marilyn thing.) The blowjob is quite messy and gets a bit rough as Pete chokes her and makes her lick his ass. Once they are both warmed up, he puts her on her back and pounds the shit out of her pussy. Veronica is no stranger to rough scenes and gives Pete all he can handle. She gets up on top and takes him right up her ass. For anyone who has ever wondered what Marilyn might look like doing A2M and holding her cheeks wide open while slamming down on a big cock, this might be the closest you will ever come. After a very long anal scene, she finally takes a big load all over her face.

If that wasn’t strange enough for you, check out Olivia Del Rio in a cocktail dress being fondled by Valentino who is dressed up as a Bigfoot-type creature. She doesn’t fight him very hard when he ties to kiss her. (By the way, I’m avoiding the obvious Ron Jeremy jokes here, but we all know Zupko could have saved on make up by casting Ronny instead of Val in this scene.) Olivia falls to the ground and sucks his cock and as like she’s dying for some deep woods fun. This sexy brunette can really work a cock with her mouth and shows great energy. When she takes a ride on his cock, Olivia pumps hard enough to bottom out, loving every inch. Never slowing down for a second, she turns around and starts pumping him with her ass. The anal action is so intense in this scene that I was almost expecting to see Val’s dick break off in her butt. Instead it explodes all over her face and Olivia milks him dry.

The final act of the circus stars Scotti taking on Surewood and Valentino. They get out of their cages and she slides right to her knees. Both guys fit easily into her mouth, but they keep her busy going back and forth between them. Brian lifts her up for some penetration as Scotti’s big tits sway underneath her body. Val spins her around so he can get some of that hot pussy as well. Her energy level is really high when she gets on top, pumping her hips back and forth and never letting her lips stay long without cock between them. They give her asshole the same treatment. The best action comes when she’s still working on Val’s big dick with her mouth as Brian just grudge fucks that tight hole. After repeatedly doing A2M on both guys, Scotti holds her mouth open and lets them both cum right in her mouth.

Flesh Circus is proof that Thomas Zupko is still alive, kicking and capable of kicking some serious ass. It’s a near perfect blend of bizarre imagery, lyrical dialog and good, hard sex. Some of the sex is a bit rough for my taste, but if it weren’t I would wonder if the pod people may have taken Zupko. Veronica Caine makes a nice comeback, giving one hot scene and carrying the dialog brilliantly. Rosanna, Brittany, Scotti and Olivia all get their turns in the center ring and each woman proves to be very skilled sexually. What I like best about this movie is the way it’s edited. The sex scenes are shot with strokers in mind so there is a lot of heat, good coverage of the action and very little to get in the way. All of the cool editing tricks are saved the scenes in between the sex and that is just perfect. Flesh Circus is Zupko’s first movie for Elegant Angel, but it won’t be his last and if he keeps making flicks like this, the relationship could last a long time.