Ghoulies II (1987)

Having first encountered the Ghoulies series via the third film (Ghoulies Go to College) and subsequently catching the second entry on VHS during my teens, my expectations were shaped by the franchise’s reputation for campy, low-budget fun. While Ghoulies II (1987) undeniably elevates the franchise above what, in my opinion, was a lackluster debut, it occupies a strange middle ground in that it’s more polished than the first, yet it lacks the sheer mean-spirited bite of Gremlins or even Critters.

The most significant upgrade from the first film is the shift in scope. Moving the action from a stuffy, occult-obsessed mansion to the “Satan’s Den” traveling carnival attraction was a masterstroke. The fairground provides a neon-soaked, chaotic backdrop that justifies the creatures’ presence, not to mention the possibilities for wacky happenings and characters.

Unlike the first film’s bland leads, we get a genuinely likable ensemble here. The dynamic between young Larry (Damon Martin) and his alcoholic Uncle Ned (Royal Dano) adds an unexpected layer of pathos. While there are flashes of the “freak show” energy later seen in films like Freaked (1993), director Albert Band (father of Charles Band) keeps the human interactions grounded, making the eventual creature-driven carnage feel more impactful.

The creature designs by John Buechler are the real stars here. However, a few corrections to the roster of Ghoulies are necessary. The “Cat” Ghoulie, “Rat”, “Bat” and fan-favorite “Toilet” Ghoulie return with much better animatronics. There is also a new addition, a small dog. Taking things a step further, the climax sees a Giant Ghoulie who emerges to devour its smaller kin, one of the best practical effects sequences in the film and probably Empire Pictures library. While they don’t have individual names like “Slimy” or “Fido” in the script, they exhibit a far more mischievous personality than in the 1984 original. They feel like a cohesive, malicious unit.

The opening involving Dr. No and Deadlock’s Anthony Dawson and a vat of acid actually is hilariously preposterous with a rundown, out of the way, car repair garage complete with a randomly placed tub of toxic liquid to get things going! The climax of Ghoulies II, however, it a little more inspired, as the survivors use a magic book to summon a massive, king-sized Ghoulie to deal with the smaller ones. It’s a classic “out of the frying pan, into the fire” scenario that perfectly encapsulates the film’s embrace of the absurd. It’s intentionally over-the-top and lacks the repetitive, “it’s not over yet” cliffhanger of the first film.

The acting is surprisingly sturdy for a creature feature. Royal Dano, whose weathered presence lends the film a gravitas it probably doesn’t deserve. We also see Phil Fondacaro, a staple of 80s genre cinema, who brings heart to his role as Sir Nigel Pennyweight, complete with a bizarre English accent. While Martin and Remsen are perfectly serviceable as the leads, the real crowd-pleaser is the demise of the nasty Philip Downing. His death finally delivers on the promise of the original film’s poster, a moment hoped for in the original but never delivered.

Ghoulies II leans heavily into the formula established by its more successful cousins, Gremlins and Critters, but it finds its own identity through its carnival setting and improved practical effects. It isn’t a masterpiece of cinema, but it is a masterclass in how to do a “budget sequel” correctly, with more monsters, better pacing, and more fun. If the first film was a failed attempt at a serious occult horror, Ghoulies II is the franchise finally realising it’s supposed to be a party.


While Ghoulies received a solid 4K upgrade, Ghoulies II actually manages to top it. This release offers both the theatrical PG-13 version and an Unrated Cut sourced from the original camera negative. This is a massive relief for long-time fans; on previous Blu-ray editions, the infamous ‘toilet incident’ was a jarring, low-res VHS insert. Seeing it fully restored here is a revelation.

The supplemental features are excellent, though the glaring omission of a director’s commentary remains the only disappointment in an otherwise definitive package.

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