Albert Band directs this comedy horror sequel. Set shortly after the first film, the Ghoulies escape from the mansion and appear to put some spice into Larry (Damon Martin)'s failing carnival show, Satan's Den. At first visitors love the surprise attraction but it isn't long before they've seriously outstayed their welcome.

Horror co-written and directed by Gilbert Adler. After her brother Caleb (Corey Feldman) goes missing, Katherine Verdoux (Erika Eleniak) seeks the help of private eye Rafe Guttman (Dennis Miller) to try and track him down. Rafe soon discovers Caleb is under the spell of Madame Lilith (Angie Everhart), a powerful vampire who runs a seedy brothel on the edge of town. Bravely setting out on a dangerous rescue mission, Rafe and Katherine must overcome the full force of Lilith and her evil followers as they attempt to bring Caleb back alive.