The Devil's Carnival is a 2012 American musical horror film directed by Darren Lynn Bousman and starring Sean Patrick Flanery, Briana Evigan, Jessica Lowndes, Paul Sorvino, Emilie Autumn and Terrance Zdunich. The film marks the second collaboration of Bousman and writer/actor Terrance Zdunich, their previous work being the musical film Repo! The Genetic Opera. The film also brings back several of the cast members of Repo!, such as Sorvino, Alexa Vega, Bill Moseley and Nivek Ogre. The Devil's Carnival has Aesop's Fables and other folklore at the core of its story, with the main characters each representing a fable. Flanery's character John represents "Grief and His Due", Evigan's character Merrywood represents "The Dog and Its Reflection", and Lowndes' character Tamara represents "The Scorpion and the Frog", an animal fable that seems to have first emerged in Russia.