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Here is a woolly story of youth abused in the gaudy world of carny folks. Chris Burns runs away from home after his father (Paul Baressi) tries to sell him for sex.

After the initial word from dad about selling his ass, Chris refuses, gets his tattered underwear ripped off of him and his ass spanked. He is then "forced" to take a large dildo up his hole. He later teaches his son how to give blowjobs, and Chris laps his "daddy's" dick.

Chris is later tied to his bed and offered as a sex toy for an older man with a saggy ass; his hole is plugged hard.

Chris runs away and joins a carnival, where Tim Kramer similarly takes advantage of him, selling his body to black men who desire to fuck blond white boys. The two black men turn their attentions on Chris, with one forcefully having Chris suck him off and the other roughly finger-fucking his hole, then plowing his asshole.

Jack Strider, the owner of the carnival, discovers Chris, his pants around his ankles, and offers him a job in the carnival and his trailer to share, no strings attached. Meanwhile, two younger men sneak into the carnival for sex.

Later, Chris and Jack are shown fucking in the trailer -- Jack fucking Chris's hole while Chris is playing with his nipples with his feet.

The scene soon shifts to humpy Tim Kramer and Beau Matthews in the dart game stall.

The action then cuts between the two duos -- Tim filling Beau's butt with cock and them later sucking each other's balls.

In the end, Chris is rescued by the love of the carnival owner and together they turn the tables on Tim. They trick him and he, then, becomes the victim -- forced to his knees to orally service a group of five or six men in a circle.

The high-powered cast also features Beau Matthews and Donkey Dan, and Toby, Jeff Powers, Shelly Williams, Bruce McDonald, and Duane MacMuchula.

The lavish production sports realistically detailed interior settings and on-location carnival shots.

Although the sexual action is fairly routine after the dildo segment, the movie is good for its mix of carnival flare, musical scores, and scenes of silence.

"Roger Earl's conversation-piece classic, Men of the Midway, is a lot like the meretricious milieu in which it is set -- a virtually non-stop, brazen come-on, promsing the sleazy and exotic, that delivers only a semblance of what it advertises, yet which exerts a powerful, lurid curiousity over the customer nonetheless." -- Manshots, December 1990

"The best thing about Men of the Midway isn't the fact that it has a real-life carnival as its backdrop or that it's the first real feature-length talkie for Tim Kramer, but the fact that it attempts to tell a story worht telling. It isn't about lovers, orgies, kink, or sex in public places. It's about jealousy, greed, trust, honesty and revenge.... And its sex trips are varied too. Everything from dildo diddling to gang rape." -- Studflix

"One of the "artier" gay adult films of the early '80s, Roger Earl's much-discussed Men of the Midway gives us a glimpse into the world of traveling circuses, pre-condom rough trade, and a rare opportunity to see porn director Paul Baressi in front of the camera.

In an eye-and-crotch popping segment, Baressi is a cigar smoking, foul mouthed daddy (in both senses of the word) to featured star pup Chris Burns. Baressi gives his son a couple of bitch slaps before tying and lubing him up, and probing his ass with a succession of growing-in-size dildos and selling him off to hookerville. Burns runs off with the circus, hoping for a more tranquil life. Wrong-O move, bucko. The lascivious Tim Kramer takes the young buck in, and pawns him off to a big black stud, who fucks Burns under the big top within an inch of his life. It's one of the film's best scenes. Next up is a surreal segment in another tent involving Burns, Kramer and a couple of carny leathermen. Kramer tries extorting money from the circus owner, who in turn pawns him off on a group of performers who, fed up with Kramer's deeds, toss him around like a rag doll, force feeding him their big 'n sweaty tentpoles of love in a slimy, cum-eating climax." -- Keeneye Reeves

A Marathon Films release distributed by Le Salon and directed by Roger Earl. 

1983, 70 min.