But you must come down, put your feet on the ground, by and by.
You're living a lie.
You gotta come down.
You dance like a clown.
By and by.
I hope that you die!
  — Tom Servo "singing" with Critter

The Movie


Michele, a young woman who works at a dead-end job with her abusive father dreams of being a dancer. She is convinced by an untrustworthy man named Buz to go with him to Los Angeles, where he claims to have connections that can land her a job as a Go-Go dancer. The two head to L.A., along with a hitchhiker named "Critter". Once in Los Angeles, Michele gets a job and learns how connected her employers are to the drug trade.


Girl in Gold Boots

  • The film is infamous for its shoddy editing. A notable edit was made during a scene where one of the characters appears out of nowhere on a couch. This was likely a piece of missing film from the print Best Brains had on hand. Other prints of the movie do not contain this jump cut.
  • The top part of the film was intended to be matted (masked) for widescreen projection in theaters and drive-ins. This left an unusual amount of empty space above the actors' heads on television screens. Generally films from this period had both the top and bottom of the frame matted in theaters to avoid this problem when broadcast on television.
  • The bass player in the LA club backing band is highly-regarded guitarist "Duck" Dunn. His hands are prominently featured during the tinny seven note riff in Critter's song, "Do You Want to Laugh Or Cry." The editor, director, and cameraman apparently had no idea what a bass sounds like.
  • Preston Epps, the manic bongo player in the house party scene, had a moderately-successful music career in the late 1950s and early '60s. His best selling single 'Bongo Rock' can be heard here.
  • Actress Bara Byrnes (Joanie) has since gone to speak and write about her negative experiences in Hollywood during the 60s and 70s and was the subject of a short documentary film entitled "A Bittersweet Tale of a Hollywood Failure."  A clip of the documentary can be found here.

The Episode

Host Segments

"I don't usually even wear clothes, Mike!"

Mike keeps singing a song despite Crows interruptions

  • Prologue: Crow wears a "WWBSMD" bracelet -- 'What Would Buffy St. Marie Do?" His answer to a hypothetical moral dilemma: Write a folk song. Down in Castle Forrester, Pearl announces that she's about to become a fully-accredited mad scientist.
  • Segment 1: Pearl tries to act like a mad scientist, as a mad scientist inspector is visiting. She shocks Bobo, gives Brain Guy a latex hump, and talks Mike and the 'Bots into overreacting to the movie. When she starts hitting Brain Guy, the inspector nods approvingly.
  • Segment 2: Crow dresses as Buz, Servo as Michele; Crow tries to exact revenge (for what? Who knows?) on Mike by making Mike pour beer on his most prized possessions, as in the movie. Those turn out to be Mike's beer stein and then Crow himself.
  • Pearl gets audited by the Institute of Mad Scientists

    Segment 3: Crow's legs are all that are visible as he dances provocatively, wearing gold boots, apparently sporting a tiny bikini. Mike's outraged; the 'Bots accuse him of being uncomfortable acknowledging Crow as a sexual creature.
  • Segment 4: Mimicking the film, Mike sings a folk song in front of a window as it rains. Crow keeps appearing, warning Mike about an increasingly dangerous fire caused by the water in Mike's song. Mike's oblivious and sings; Crow and Servo finally extinguish the fire. They only get Mike to react to them when they mention nachos.
  • Segment 5: Everybody on the SOL dresses like Leo; they're embarrassed. In the castle, the inspector concludes that Pearl's experiment is a failure -- until he sees Brain Guy in a dress, dancing. He accredits Pearl as a mad scientist, "conditionally".
  • Stinger: "Oh God, I wish I had that pretty mind back!"

MST3K cast

Regular cast

Guest cast


  • Reportedly this is Michael J. Nelson's favorite episode.
  • A scene from the movie in which characters smoke marijuana was censored for broadcast on the Sci-Fi Channel. The visuals were replaced with shots of a bongo player, but the audio, including jokes about marijuana, was not replaced. All home video releases of this episode are uncensored.
  • Crow's various "W"s include the "Worldwide Wrestling Federation" (now the WWE), 28th US President Woodrow Wilson, wet willy (actually the name of a prank), singer-songwriter Wesley Willis, Wade Wilson (most likely the NFL player and not the secret identity of Marvel Comics' Deadpool), film director William Wyler, playwright Wendy Wasserstein, poet Walt Whitman, and "Willy Wonker" (most likely a mispronunciation of Willy Wonka, one of the characters of Roald Dahl's Charlie and the Chocolate Factory)


Obscure References

  • "What would Buffy St. Marie do?"
Buffy Sainte-Marie is a Canadian folk singer.
  • "...Wesley Willis..."
Wesley Willis was an "outsider" musician and artist diagnosed with paranoid schizophrenia.
  • "...Wendy Wasserstein..."
Wendy Wasserstein was an American playwright.
  • "Ed Grimley choreographed this dance!"
Ed Grimley was a character played by Martin Short on SCTV and Saturday Night Live. He was prone to performing an awkward, slightly spastic dance.
  • "H.R. Pufnstuf's Go-Go Girl Revue!"
H.R. Pufnstuf was a children's TV show from the early 1970s. Pufnstuf was a friendly dragon.
  • "Why does Noam Chomsky insist these women open for him?"
Noam Chomsky is a renowned linguist and political commentator.
  • "Marlo Thomas and the Marlo-ettes!"
Marlo Thomas was the star of the 1966-1971 ABC sitcoms That Girl. Her signature bouffant hairstyle is similar to the women's in the film.
  • "Sorry we shot you back there, Mr. Hopper!"
A reference to the final scene of Easy Rider, starring Dennis Hopper, in which Hopper and Peter Fonda's characters are shot by rednecks.
  • "El Kabong is stalking them!"
El Kabong was the Zorro-esque alter ego of Quick Draw McGraw. He would defeat villains by giving them a "kabong" on the head with his guitar.
  • "Look, I have ergotism!"
Ergotism is a condition caused by consumption of the hallucinogenic fungus ergot. It typically causes convulsions and gastrointestinal problems.
  • "... You also get the Cap Snaffler!"
The Cap Snaffler is one of Ron Popeil's many inventions, sold via TV ads through the Popeil's company Ronco. It is meant to make the opening of bottles and jars easier.
  • "You meet the nicest people on a Honda!"
An old advertising jingle for Honda motorcycles.
  • "Elaine Benes danced better than this!"
A reference to the Seinfeld episode "The Little Kicks", in which Elaine turns out to be an embarrassingly bad dancer.
  • "...Charles Bukowksi's pukin' out the window..."
American writer Charles Bukowski had a reputation as a heavy drinker.
  • "She's dressed as a T.G.I. Friday's waitress!" "I hope she does an interpretive dance about the Jack Daniel's grill!"
In the late 1990s, the restaurant chain T.G.I. Friday's ran a promotion called the Jack Daniel's Grill, featuring grilled meat dishes marinated in Jack Daniel's whiskey.
  • "This show made possible by a grant from the Onan Foundation."
Onan is a character in the Bible, primarily remembered for having "spilled his seed" on the ground; his name is source of the word onanism.
  • "I ain't gonna play Sun City!"
A reference to the 1985 anti-apartheid song "Sun City", in which artists pledged to not play the Sun City resort in South Africa. The reference is suggested by the bandanna the guy on screen is wearing, making him look vaguely like Steven Van Zandt, who wrote the song and organized its recording.

Memorable Quotes

The movie opens with scantily clad women dancing.
Servo: Ah, shouldn't we be in individual booths for this movie?
[Listening to song called "Everything I Touch Turns to Gold"]
Crow: What happens when you touch gold?
Servo [as Michelle's drunk, dirty father]: Everything I touch turns to flies.
Michelle's Father: Don't get smart with me!
Michelle: I'm not getting smart!
Mike [as Michelle]: I can't!
[Michelle comes out of the kitchen, crying after being yelled at by her drunken father.]
Buz: What's wrong?
Crow [as Michelle]: I just found out what's in the "Special Sauce!"
[voice over] There goes- (voice over suddenly cuts out)
Crow: You can say that ag-
[Buz furtively unzips his jacket and checks the pistol tucked into his belt as he steps out of his car.]
Mike [as Buz]: Wh... oh, a gun. So that was the loud report and burning sensation in my groin.
Critter: I'll have ten Hershey bars.
CrowTin Hershey bars? Those are hard to eat.
Michelle: That'll be one dollar.
Servo [as Critter]: I've got a "Happenings" coupon!
Critter: Can you cash a hundred?
Michelle: I've never even seen one!
Critter: Fifty?
[Michelle shakes her head "no."]
Mike [as Critter]: Oh. Well, I'll have a thousand Hershey bars then, I guess.
[A bad cut makes Buz suddenly appear while two other characters are talking]
Servo [as Buz]: I'm back!
Mike [as Buz]: Anybody notice that I'm here now?
Crow [as Buz]: C'mon, I just teleported here! It's impressive!
Critter: Ever since I got back I've been carrying my billfold full of Nepalese money.
Crow: From the land of Nipples!
. . .
[Buz demands money from Michelle, and looks at what she hands over with apprehension.]
Mike [as Buz]: Your money's from Senegal!
. . .
[Realizing Michelle has only ten dollars, Buz asks for more money from Critter.]
Critter: Yeah, I can come up with my own share.
Mike [as Critter]: Ah, here's some Guatemalan quetzal.
Gas Station Attendant: Will this be cash or charge?
Buz: Cash.
[While the attendant is turned away, Buz draws a gun and pistol whips the man.]
Crow: On second thought, I'll just put it on my gun!
Servo: Heh, that guy's totally pistol-whipped, man.
. . .
[Buz puts up the "Closed" sign and locks the door as he leaves the store.]
Mike [as Buz]: Aw, shoot. They're closed! ...oh.
Servo [as Buz]: Heheh! I locked my car keys in the store!
[Michelle dances enthusiastically to a bongo beat at Leo's party.]
Mike: She makes Elaine Benes look like a good dancer.
[A car pulls up next to drug-dealing Buz and a middle-aged gentleman in a suit steps out]
Mike [as Man][politely] Excuse me, young man—can I get a "fix"?
[Buz starts to run away. The man gives chase.]
Servo [as Man]: No really, I'm very high-strung and in need of some "Mary Jane" or "reefers!"
[While the characters are planning to rob the local prison's evidence room, Mike and the Bots discover Buz is supposed to be a teenager despite the fact that the actor who plays him is clearly pushing 40.]
Harry: I'll need someone to come with me. Um, the boy'll do. [Points to Buz.]
Mike: Boy?!
. . .
Leo: Excuse me, Mr. Blatz, while I have a talk with this bright young man. [Pulls Buz aside.]
Servo: I don't know why they think he's so young, the guy's in his forties!
. . .
Crow [as Buz]: Wow, a young kid like me, breaking into crime!
. . .
[Professional lockpicker Harry Blatz and Buz have just finished burglarizing the police evidence locker.]
Harry: I won't mind seein' you go, because I know that there's now only one way to keep me from getting my share.
[Buz attacks Harry from behind.]
Mike [as Harry]: Yep, that's the way, you figured out how to do it! Beatin' in my skull with a tire iron! Oop, there's my brains on the floor!
. . .
Mike [as Buz]: Yes, my plan is perfect. I've been spotted by several people and I killed a guy!
Servo: Well, what do you expect, he's only a child!
[At the end of the movie, it's implied that former draft dodger Critter has decided to serve after all.]
Servo: Oh, so he learns he enjoys violence, and he's ready to kill like a man oughta.
. . .
[While Critter accompanies himself on guitar, Michelle moves not quite to the beat, while harmonica sounds come from nowhere.]
Servo: Honey, way to play the harmonica with your ass!
Mike: So here's a puzzler: who of these two is worse at their art form?
. . .
Servo: She's dancing the specials at T.G.I. Friday's.
Crow: Well, I hope she tells us, in dance, about the Jack Daniel's grill.
. . .
Critter[singing] But you must come down, put your feet on the ground, by and by.
Servo[singing] You're living a lie.
Critter[singing] You gotta come down.
Servo[singing] You dance like a clown.
Critter[singing] By and by.
Servo[singing] I hope that you die!

Video Release

  • Commercially released on DVD by Rhino Entertainment in November 2003 as part of The Mystery Science Theater 3000 Collection: Volume 4, a 4-DVD set with Space Mutiny, Hamlet, and Overdrawn at the Memory Bank, the DVD was later pulled in January 2010 due to Rhino no longer obtaining the rights to distribute Mst3k.
    • The set was re-released in January 2017 by Shout! Factory.
      • The DVD features an intro by Mike Nelson, specifically taped for the release, as well as a trailer and TV spot for the original film.
  • Available for rent or purchase on Amazon's streaming service.

Community content is available under CC-BY-SA unless otherwise noted.