Carnival Magic is a 1983^[1] American film directed by Al Adamson and starring Don Stewart.

Marketed as a family-oriented children’s film,^[2] it has since gained a cult following in underground and B movie film circles owing to its surreal plot and incongruously-adult themes.^[3] Carnival Magic is Adamson's penultimate film.^[4]

Markov the Magnificent is a talented magician and mind-reader whose career is fading. When he partners with a super-intelligent talking chimp named Alexander the Great, the duo suddenly become a big draw—and the potential savior for their struggling, small-time traveling circus. Markov and fellow workers inside the circus must fend off a jealous, alcoholic tiger-tamer and an evil doctor intent on stealing the chimp.

• Don Stewart as Markov
• Regina Carrol as Kate
• Jennifer Houlton as Ellen
• Howard Segal as David
• Joe Cirillo as Kirk
• Mark Weston as Stoney
• Charles Reynolds as Dr. Poole
• Missy O'Shea as Girl in Car

Principal photography took place for the film over the span of three weeks in July 1980^[5] in Gaffney, South Carolina,^[1] during that city's South Carolina Peach Festival.^[5] Many of the scenes in Gaffney were shot at the peach festival's carnival, its parade, and in a second parade staged for the movie.^[5] Additional work for the film was done at the Earl Owensby Studios in Shelby, North Carolina.^[5]

Producer Elvin Feltner and director Al Adamson intended the film as family fare, aimed at children, and it was in fact given a G rating by the MPAA.^[1] However, the prevalence of adult themes (alcoholism, sex, abuse, violence) left many viewers confused. The film premiered at the Crosscreek Cinemas in Greenwood, South Carolina, on March 4, 1983,^[1] and was also shown in other theatres in the region beginning on that date. By November it had seen a wider release, and was (for example) being shown in New York City.^[6]

This was the last acting role for Regina Carrol, who was married to director Adamson and featured in several of his films.^[7] Philip Morris, a real-life ringmaster, magician, and costume maker, appears as a carnival barker.^[8] This was also one of Adamson’s last two films before retiring from the film industry and pursuing a career in real estate.^[9]

For two decades Carnival Magic was considered a lost film, and no prints were known to exist. This changed in 2009, when a 35mm print was discovered in a warehouse, sparking a revival of interest among cult film aficionados.^[6] Following the discovery of this print, Carnival Magic was restored and re-mastered in 2010, receiving its television debut on Turner Classic Movies in October of that year, as part of their TCM Underground series.^[7] It saw a DVD release in early 2011 from Film Chest and HD Cinema Classics, reissued on Blu-ray and containing bonus material. The bonus material includes out-takes, trailers, audio commentary and interviews with cult film historian Joe Rubin and producer Elvin Feltner.^[10]

The film was featured in an episode of Mystery Science Theater 3000 as a part of the show's eleventh season, released on April 14, 2017 through Netflix.

Various commentators found the film was a "strange move" in Adamson's career^[2] and that although its targeted audience was allegedly children, the film was not actually shaped to that purpose, one reviewer confessing for instance: "the G-rated Carnival Magic is the most thematically adult “kids” film I’ve ever seen.^[11]"