— Crow T. Robot (misreading the title card)

Hm, 'story by' so there will be a story, that's encouraging.
  — Tom Servo

The Movie


"You know, it's just not death with dignity if there's an Estevez in the room"

The film begins in a hospital where the Soultaker is trying to find a room containing an elderly man. He eventually finds the room. The Soultaker looks at his pocket watch before using a ring to take the man's soul. The next day, a rich teen-aged girl named Natalie McMillan and her friend Karen get ready to go to "Summerfest". Meanwhile, a teenaged boy named Brad (David "Shark" Fralick) goes to pick up Natalie's former boyfriend Zack to go to Summerfest. Zack tells Brad that he wants to see Natalie again, but Brad tells him that he can never win a girl like Natalie again without money. 

"Hm, "story by" so there will be a story, that's encouraging."

Later they go to pick up another teenager named Tommy Marcetto. At Summerfest, the Angel of Death tells Soultaker to kill Brad, Tommy (Chuck Williams), Zack, Natalie, and Brad's girlfriend Candice at 8:00. During Summerfest, Karen leaves Summerfest with her boyfriend John leaving Natalie behind. Before Brad, Tommy, Zack, and Candice leave the festival, Zack notices Natalie alone. Zack comes up to Natalie and the two reconcile. Zack offers to take Natalie home. Natalie takes his offer. The five teenagers take Brad's car and leave Summerfest. Brad - who is high on cocaine - is speeding. The Soultaker steps in the middle of the road. To avoid running over the Soultaker, Brad swerves and crashes into a tree. 

After the crash, Natalie, Brad, Zack, and Tommy find themselves a little away from the car unharmed. The four realize that Candice is missing. Meanwhile, the Soultaker is at the crash site where it is shown that everyone has been critically injured. Soultaker takes Candice's soul. When Soultaker tries to get Brad's soul, he discovers that Candice's soul was still in her body but every one else's souls flew out. The Soultaker delivers the soul to the Angel of Death and explains that the others were displaced from their bodies, however it is never explained how this happened. The Angel of Death tells Soultaker to hunt down the other souls before midnight, and he must abide by the rules of time and space (although this is never clarified either). Later, the police and the ambulance are at the site. The ambulance takes the bodies and the police search the car. The police finds the cocaine that Brad had hidden in the car. Everybody comes back to the crash site after the police and the ambulance have gone. Brad searches the car to find his cocaine. All of the souls realize that Candice had died in the crash.

"Man, that guys got a small face."

The Soultaker reveals himself, materializing from within the car, and claims Brad's soul while the others are helpless to stop him, and flee. The others find a convenience store where they try to tell the cashier that someone is trying to kill them, but the cashier does not notice their presence. Assuming the man is ignoring them, they leave the store, and the Soultaker appears again and grabs Natalie, to claim her soul, but her resemblance to his past love stays his hand. Zack rescues Natalie and they both flee, leaving Tommy behind. Tommy runs back to the store, and pleads for help from the cashier, to no avail. Tommy attempts to gain his attention by breaking a soda bottle, but this only confuses the cashier. The Soultaker is about to claim Tommy, when the Angel of Death appears to collect Brad's soul, and to reprimand his subordinate for failing to take Natalie when he had the chance. After delivering Brad's soul, the Soultaker enters the store and claims Tommy's soul.Natalie and Zack are still fleeing with The Man behind them. The duo make it to Natalie's house. Before they open the door, Natalie's mother, Anna (Jean Reiner) opens the door. Zack and Natalie tells them about the Soultaker. Anna tells them that they will be safe inside. Anna tells Natalie that she will run a bath for Natalie, so she can relax.

After Anna goes upstairs, Natalie apologizes to Zack for the loss of his friend. Zack also apologizes about the cocaine in the car. Natalie goes upstairs. When she gets upstairs Natalie and Anna talks about Natalie's relationship with Zack. Natalie tells Anna that she will go to her room and lie down. When Natalie goes lie down, she falls asleep and dreams about being taken to the hospital. Anna wakes her to tell Natalie that the tub is full. Meanwhile, downstairs Zack hears something growling in the kitchen. When he goes to investigate, it was only the family dog, Charlie. Zack tells Charlie that no one will hurt him. It is shown that the reason Charlie is growling is because he can't see Zack, but can sense his presence.

"Oh, someone running through a hospital, this is new"

Back upstairs, Natalie gets ready to bathe, and it is revealed that her mother is watching her undress.While watching T.V., the news comes on and reports about the car crash. One of the reporters interviewing Natalie's father Grant reports that with parents permission the life support systems for Natalie and Zack will be shut of at midnight. Zack sees Anna on the news. Natalie discovers her mother watching her, and is disgusted, then horrified when her mother suddenly morphs into the Man that has been pursuing them.

Instead of attacking her, The Soultaker attempts to make a pact with her, offering her eternal life, with the one proviso being that she stay by his side forever. Zack arrives and attempts to attack the Soultaker, but is easily overpowered. Natalie gets her father's shotgun and shoots the Man, to no effect, as the Soultaker reveals his nature by claiming that she "can't kill a man that is already dead." The two manage to escape and flee to the hospital to return to their bodies before midnight before their life support systems will be shut off. In the hospital, Natalie is captured by the Man on an elevator which leads to the afterlife. The Man claims he is an angel and his duty it to collect the souls of the dying. He manages to convince Natalie that there is nothing left for her in living realm, and that Zack is already dead, but she can be saved if she stays with him.

"You're dead, Nancy Kerrigan."

While searching for Natalie, Zack encounters Brad, who has become a grim reaper. Brad reveals that those who take a life, even if accidentally, they must pay for it through service as a grim reaper. Brad gives Zach two empty soul rings to help Zach and Natalie into their bodies, and helps him rescue Natalie from the Soultaker. Natalie places herself in the ring over her body, but she still remains comatose. Zach discovers that a pendant she was wearing somehow acted as a barrier between her soul and her body, and he pulls her soul from her body and is about to attempt to return her to her body again, when the Soultaker appears again. The Soultaker chases Zack all the way to the top of the hospital, and corners him on the roof. Zach remembers that he is a soul and is no longer bound by death or pain, and escapes by leaping off the roof. The Soultaker is about to give chase, but is confronted by the Angel of Death once again. The Angel of Death informs him that it is past midnight and that the Soultaker has failed, for if the two died now, their souls would be lost forever. The Soultaker pleas with the Angel, promising that he can correct these errors, but is beyond forgiveness, and is collected into a soul ring by his master. Zach manages to return to his own body, then returns Natalie's soul to her body as well, bringing her back to life.

The movie ends with Zack visiting Natalie in the hospital on the day of her release. Zack is greeted happily by Natalie's parents who used to not care for Zack at all. The two go outside to see that Zack finally fixed up his old car and the two kiss and drive off together.


  • Vivian Schilling who appears as Natalie in the film, wrote some of the story. This is referenced, and probably exaggerated, by some of the riffing.
  • The P.A. announcements in the opening scene are also used in Queensryche's album Operation: Mindcrime and in Naughty By Nature's song "Everything's Gonna Be Alright".
  • Won a Saturn Award in 1992 for Best Genre Video Release.

The Episode

Host Segments

  • The SOL encounters a strange probe

    Prologue: The bots decide to have a "wet T-shirt contest." They throw some T-shirts into water and don't see what the fuss is about. The commercial sign malfunctions.
  • Segment One: The malfunctions on the SOL get worse, as a certain figure can barely be seen and heard behind the transmission of an image of Martin Van Buren. Pearl doesn't care.
  • Joel returns to the SOL

    Segment Two: With Gypsy malfunctioning, Mike tries to take command. He is not effective.
  • TV's Frank returns!

    Segment Four: The mysterious visitor who saved the SOL appears on the bridge—and it's JOEL! He fills in the bots on what he's been up to, and he and Mike share a tender moment.
  • Segment Five: Joel completes repairs on the SOL, says hi to Frank, and departs with some uplifting words to Mike & the Bots. In Castle Forrester, Bobo and Frank hit it off.
  • Stinger: Fake mom ogles her not daughter.[1]

MST3K cast

Regular cast

Guest cast



  • The appearance of Joe Estevez prompts several callbacks to Werewolf, including the use of the word "yaniglachi" and "Aren’t you due on the set of Werewolf?".

Quotes and References

  • "Welcome... to the Satellite of Love!"

Mike is imitating Richard Attenborough's delivery of a similar line he said as John Hammond in Jurassic Park.

  • "Pearl! Pearl! Hello? Our wessel is malfunctioning!"

Mike is imitating Walter Koenig's faux-Russian accented Pavel Chekov, in particular one memorable scene from Star Trek IV: The Voyage Home.

  • "Johnny Cash! Johnny Cash! Johnny Cash! Johnny Cash!"

The country-western singer Johnny Cash wore similar black overcoats to the Soultakers in the film.

  • "Because you're mine, I walk to the intensive care unit..."

This is a play on the lyrics of Johnny Cash's 1956 song, "I Walk the Line".

  • "The death of Helmut Kohl!"

Helmut Kohl was the chancellor of Germany (originally West Germany) from 1982 to 1998.

  • "Yaniglanchi!" "Yaniglanchi! ""Yaniglanchi!"

Tom is a referencing Werewolf, a film starring Joe Estevez and that was previously riffed by the crew on the show.

  • "The Sooooooooooooooouuuuultaker!"

Tom Servo's yell during the opening credits is a reference to the opening announcement of the show Soul Train.

  • "Where's David Byrne's head?"

Crow's referencing the Talking Heads music video of "Burning Down the House" which featured an image of singer David Byrne's face projected onto a roadway from a moving vehicle.

  • "David Byrne was right. Heaven is a place WHERE NOTHING EVER HAPPENS!"

Mike's frustrated cry is a reference to Talking Heads song "Heaven".

  • "Hey, Jim McMahon!"

Jim McMahon played for the Chicago Bears during the 1980s.

  • "Hey by the way, do you wear your sunglasses at night, so you can, so you can, keep track of the visions in your dreams?'"

A reference to the lyrics of the hit 1984 song by Canadian singer Corey Hart "Sunglasses at Night."

  • "Chicks and ducks and geese better scurry..."

Quoted from "Surrey with the Fringe on Top", a song from the musical Oklahoma!.

  • "Hey - I really do walk the line!"

Another reference to the fact that Estevez's outfit makes him look like Johnny Cash, and to Cash's song "I Walk the Line" (see above).

  • "They are, in fact, traveling down the road, and they are, in fact, flirting with disaster!"

A reference to the Molly Hatchet song "Flirtin' with Disaster".

  • "Hope they didn't hurt their tight pants, points, hardly renowned."

Reference to Bob Seger's song "Night Moves".

  • "Hey, it's Hamilton Jordan!"

Hamilton Jordan was the White House Chief of Staff during the Carter administration, and was accused of cocaine use in a minor scandal.

  • "Now I'll never win that set of steak knives."

A reference to the award for the second-best real estate salesman in the Pultizer Prize-winning play and movie Glengarry Glen Ross written by David Mamet. First prize was a Cadillac El Dorado, third place was being fired.

  • "Frank Booth-cam!"

Frank Booth was the name of Dennis Hopper's character in Blue Velvet.

  • "Why, it's Harvey! Hi, Harvey!"

A reference by Mike to the 1950 movie Harvey, in which Jimmy Stewart plays a man with a six-foot-tall rabbit named Harvey for an imaginary friend.

  • (in a tiny voice) "Mother."

Signature line of Daffy Duck when faced with imminent catastrophe.

  • "Ennio Morricone!"

Ennio Morricone is a prolific film composer best known for his spaghetti Western scores.

  • "I wanna thank you..." and "Do you feel like we do?"

Lines from the song "Do You Feel Like We Do?" by Peter Frampton, which is best known for his use of a "talk box" during it, a device attached to a guitar, with a tube that the guitarist places in their mouth to alter the sound of their voice as they sing.  

  • "Zack is dead!" "That's what I said!"

A reference to "Freddie's Dead", a song by Curtis Mayfield from the Superfly soundtrack.

  • "...the band Man or Astro-man?..."

Man or Astro-man? is a surf-rock band that recorded a cover of the MST3K Love Theme, which Joel Hodgson joined them on stage to sing at a mid-1990s concert.

  • Tom Servo's advising Mike to not compare himself to Joel is a reference to the heated internet flame wars that occurred between fans when Mike replaced Joel as host. The debates often got vicious and ugly, though they have since faded within the community.
  • "Prudential signs!"

Crow is commenting on the resemblance of the heart monitor's pattern to the logo of the Prudential insurance company (which is based on the shape of a rock formation).

  • "Wheeling Captain Pike down the hall!"

A reference to the Star Trek episode "The Menagerie" in which Christopher Pike, the former captain of the Enterprise, was shown confined to a futuristic wheelchair.

  • "The Other Side of the Mountain... of Crap!"

The Other Side of the Mountain was a 1975 film about paralyzed skier Jill Kinmont.

  • "Unfortunately, it's Christine!"

Christine is a novel by Stephen King about a possessed 1958 Plymouth Fury named Christine that murders people.

  • "My nephew was in The Mighty Ducks!"

The Mighty Ducks was a 1992 movie starring Emilio Estevez. Crow said this because Joe Estevez is Martin Sheen's brother, and hence, Emilio's uncle.

  • The Man: "It's closing time." Tom Servo: "Does that mean every new beginning comes from some other beginnings end?"

This is reference to the song "Closing Time" by Semisonic.

Memorable Quotes

[All-black-clad Soultaker walks down the a hospital hallway, blinking in and out of the picture.]
Crow: Johnny Cash! Johnny Cash! Johnny Cash!
Mike [as Soultaker/Cash][singing to "I Walk the Line"] Because you're mine, I walk the intensive care unit.
[The Soultaker opens up a stopwatch, which ticks a la the opening sequence to 60 Minutes.]
Servo: I'm Ed Bradley...
Mike: I'm Steve Kroft...
Crow: I'm Lesley Stahl...
[The title card swoops into view.]
Servo [as Don Cornelius]: The SOUUUUUUUUUUUUULTAKER!
[Natalie is getting dressed for Summerfest.]
Crow: That's not Natalie, that's Tonya Harding!
. . .
[A grooming Natalie appraises herself in the mirror.]
Crow [as Natalie/Tonya]: You're dead, Nancy Kerrigan!
[some jokes about Brad's car]
Crow: Ugh, that car must reek of Arby's!
. . .
Mike: I'll bet whoever had that car after him never got the smell of Marlboro Lights and Hardee's out of the upholstery!
[As Karen drives off with her uniformed Navy boyfriend, Natalie tries to call her back.]
Natalie: Karen!
Mike [as Karen]: Sorry! Love is lifting me up where I belong!
. . .
[Natalie stomps in frustration.]
Crow [as Natalie/Tonya]: The lace on my skate broke!
. . .
[Zack comes up behind Natalie and startles her. As she spins around…]
Crow [as Natalie/Tonya]: Jeff Gillooly did it!
[A close-up of the Soultaker (played by Joe Estevez) standing at the end of a road, awaiting the oncoming car Natalie and Zach are in.]
Crow [as Soultaker/Estevez]: Hi folks, you may be wondering if I'm Martin Sheen. Well, I'm not. Turns out I'm his vastly more talented, yet less appreciated brother. Thank you.
[A prolonged still shot of a tree as the speeding car approaches.]
Mike [as tree]: Hi. I'm a tree. Just wanted to put in a good word or two in for nature since the camera's on me. Thanks for your time.
[Natalie et al have been thrown from the crashed car, and she appears dead on the ground.]
Mike: She's survived by her Danskins.
. . .
[Natalie dizzily gets to her feet after the crash.]
Servo [as Natalie/Tonya]: Whoa! Triple salchow really takes it out of you!
[The Soultaker bears down on Tommy in a convenience store.]
Tommy: What do you want?
Crow [as Soultaker/Estevez]: Do you have a phone, so I can call Martin to take over my role?
[The Soultaker hovers over Tommy, preparing to take his soul]
The Soultaker[ominously] It's closing time!
Servo: Does that mean that every new beginning comes from some other beginning's end?
[At Summerfest, Tommy randomly goes up to a woman and kisses her on the lips.]
Tommy: Thanks!
[The woman laughs it off.]
Mike [as Woman]: I just got assaulted, it's fun!
[At a bus stop, Natalie (played by screenwriter Vivian Schilling) freaks about her mother at home with the Soultaker.]
Natalie: My mom! He's done something to my mom!
Zach: No, no—your mom is fine! She's at the hospital.
Natalie: What?
Mike [as Zach/Actor]: Hey, look—you wrote this crap!
[Natalie lies unconscious in a hospital bed, respirator in mouth.]
Mike[singing in Peter Frampton/talkbox voice] I wanna thank you.
[Zach's friend Brad, now a Soultaker himself, is explaining the Afterlife to Zach.]
Brad: You still haven't figured it out, have you, man?
Crow: We have! Can we go?!
[The Soultaker confronts Zach at the hospital rooftop edge after a long chase scene.]
Crow [as Soultaker]: Muhuhahahahaha! You're it!
Soultaker: It's all over now.
Servo: Oh, ho, I wish that were true!

Video Release



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