I loved the cinematography in this shot. The sound design was good for the most part, but some more foley might help. Most of my favorite parts were when Brian (think that was the main guys name) was walking by himself around the carnival. I did think that his clothes were a little too clean, but that is pretty minor.
Some of the conversarion scenes between the two guys seemed to drag on, more cuts w/ different close-ups might help them flow a little better. Overall a really good job.
