Hi Jeff,
I agree; great film. Certainly film noir stuff in parts, and superb suspense scenes that had a Hitchcock feel. I am always intrigued how David Lynch uses lighting and other visual effects (I have no idea what they might be) to create a soft, hazy look to characters and background at times. It gives a definite dream like and surrealistic feel to the scenes.
Fabulous acting all around, especially the leading ladies (I forget their names).  
I didn't get the "freak show" feeling out of it, that you mentioned; I thought that was more in keeping with Blue Velvet, though.
A must-see film, especially for Lynch afficionados.

Best Regards,

Gene