is a 2015 American musical fantasy horror film directed by Darren Lynn Bousman and written by Terrance Zdunich.

Lucifer conducts a train full of condemned souls, including Ms. Merrywood, back up to Heaven ("Shovel and Bone").

June convinces Cora to explore Heaven with her, only for the two to be arrested and interrogated by The Translators ("Good Little Dictation Machines").

Later, June steals the forbidden Book of the Knowledge of Life and Death, confident that The Agent's clout will protect her, but sets off an alarm in doing so.

She is beaten by The Translators and tossed down an elevator shaft leading to Hell while The Agent watches and doesn't intervene.

Meanwhile, The Librarian instructs Cora and the other Applicants to denounce June and spend the rest of the night re-shelving Heaven's library ("Hitting on All Sevens").

Meanwhile, in Heaven, God dispatches The Agent to face Lucifer and quell the uprising in Hell, giving him a book containing the story "The Filly and the Lapdog".

New cast members include Barry Bostwick, Ted Neeley, Adam Pascal, Tech N9ne, Jimmy Urine, Chantal Claret, and David Hasselhoff.

"[4] Bousman described the film as "[pulling] back the curtain on Heaven... and in 'The Devil's Carnival,' God and his angels are a whole lot darker than Lucifer and his carnies.

"[5] A fifteen-day shoot was planned, but due to financial constraints this was reduced to fourteen days, concluding on September 2, 2014.

According to the director at a road tour Q&A, the film is scheduled for a Blu-ray release on Christmas Day, with preorders available on Black Friday.

The Blu-ray set also included a lyric booklet, a certificate of authenticity, and came packaged in a nylon drawstring bag.