Blood waters, huh? Guess Dr. Z had a little kidney problem.
- Tom Servo

The Movie[]

Main article: Blood Waters of Dr. Z (film)


A mad scientist transforms himself into a giant walking fish creature to exact revenge on those who have wronged him.


  • A scene of the Sheriff breaking up a gathering of hippies squatting in an abandoned building as they listen to folk singer Jamie DeFrates (singer of the film's theme song) has been cut.

The Episode[]

Host Segments[]


Mike tries to clean a boot, while Crow does an evil voiceover

  • Opening Scene: Crow takes up chewing tobacco. He keeps spitting the juice into soda cans, so Mike doesn't know which one to drink.
  • Segment One: Crow marks the cans he spits into so Mike won't drink it accidentally, but Tom does. Pearl deprives the SOL of love, as part of an experiment.

    Mike & the Bots go fishing

  • Segment Two: Crow does an evil voice-over while watching Mike at the bridge, but he gets wedged in a bulkhead and Mike has to loosen him, resulting in Crow narrating falling to the floor and being smashed into several dozen pieces.
  • Segment Three: Inspired by the fishing scenes in the movie, Mike and 'bots orbit over Bass Lake, trying to catch some sunnies. Nice day for it, after all. Mike catches one and reels him up from Earth. Unfortunately, the fish freezes in the upper atmosphere and goes through explosive decompression.

    Pearl introduces her Mer-Monkey

  • Segment Four: Disappointed by the movie's teasing shots of women starting to take off clothes and then not doing it, Servo and Crow try to convince a skeptical Mike that any movie scene is better with nudity. To demonstrate, they enlist Brain Guy and Bobo into performing a scene from Glengarry Glen Ross with no clothes on. It does not make their case.
  • Segment Five: Taking a cue from Dr. Z's portable ZaAt cases, Servo and Crow show Mike a variety of handy plastic food carrying cases, in just the right sizes and shapes. They explain it to him long after he's gotten the point. Down in Castle Forrester, Pearl has invented a Mer-Monkey, using a giant grouper, a Sawzall, and a Bobo. Seeing that Bobo now attracts lonely, rugged sailor men, she decides she will be become half-grouper herself, enter mermaiden-hood, and get some old salt action.
  • Stinger: Dr: Z. says, "Sargassum: the weed of deceit!" over a shot of the plant.

MST3K cast[]

Regular cast

Guest cast




  • In the end credits, "Barnacle" is spelled "Barnicle".

Obscure References[]

  • Crow sings "Where is love?"

"Where is Love" is a song from the musical Oliver! written by Lionel Bart.

  • "But first, a folk song by Phil Ochs."

Phil Ochs was a popular American counter-culture singer-songwriter in the 1960s and 1970s. He songs were known for being clever and politically-charged.

  • "Sounds like The Indigo Boys."

A twist on the name of the female folk-rock duo The Indigo Girls.

  • "My Sustacal has made me the dynamo that I am today."

Sustacal is a brand of nutritional supplement for the elderly.

  • "...a vigorous thrashing of the tail." "Like Courtney Love!"

Courtney Love is the lead singer of the grunge music band Hole. She was known for her questionably-tasteful activities, both on-stage and off.

  • "...Unless you're Doug Flutie."

At 5'10", NFL quarterback Doug Flutie was one of the shorter QBs in the league.

  • "So, all roads lead to Wally Cox."

​Wally Cox was a comedic actor during the early years of television, known best for playing timid, nerdy characters, including Mr. Peepers, a junior high school science teacher, on the 1952–55 show Mister Peepers. He was also the original voice of the animated hero Underdog on the 1964–67 TV show of the same name.

  • "I need another bowl of Zoloft."

Zoloft (sertraline) is a selective serotonin reuptake inhibitor (SSRI) antidepressant. It raises serotonin levels in the brain, which affects mood. It can treat depression, obsessive-compulsive disorder (OCD), posttraumatic stress disorder (PTSD), and panic and anxiety disorders.

  • "Iggy Pop's brother, Steve Pop."

Iggy Pop, the vocalist and lyricist of influential proto-punk band The Stooges, was addicted to heroin among other drugs.

  • "It's a Sid Vicious signature needle."

Sid Vicious was an English bassist and vocalist for the British punk rock band the Sex Pistols. He was a frequent intravenous drug user and died in 1979 after overdosing on heroin.

  • "Now I'm going to fall in love with Winona Ryder, trash a hotel, maybe take a gun on a plane."

These are all activities undertaken by actor Robert Downey Jr during his heavy drug use phase (1980s–early 2000s).

  • "Oh, he's gonna try to win Ben Stein's money."

Win Ben Stein's Money is a 1997–2003 game show on Comedy Central featuring three contestants who competed to answer general knowledge questions in order to win the grand prize of $5,000 from the show's host, Ben Stein. The prop money was kept in a large safe on the set.

  • "I'm walkin', yes indeed, and I'm walkin'."

"I'm walkin', yes indeed, and I'm talkin'" is from the 1957 song "I'm Walkin'" by Fats Domino.

  • "I gotta finish this up, then I gotta go kill Farley Granger's wife..."

In Alfred Hitchcock's 1951 film Strangers on a Train, Farley Granger inadvertently enters a murder pact with a man he meets while on a train. The man kills Granger's wife with the expectation that Granger will then kill the man's father.

  • "Man! She is going to get some fan mail from some flounder!"

"Fan mail from some flounder" comes from a brief segment routinely used to introduce commercial breaks on The Adventures of Rocky and Bullwinkle. Rocky and Bullwinkle are fishing in a boat when Rocky looks down and exclaims, "Look Bullwinkle! A message in a bottle!", to which the Bullwinkle replies, "Fan mail from some flounder?" Rocky then answers, "No! This is what I call a message!", segueing into a commercial.

  • "It's Andy Warhol's Swimming!"

Pop artist Andy Warhol created several literally-named experimental films, such as Sleep and Eat. The first, lasting 5 hours and 20 minutes, consists of looped footage of a man sleeping, and the second is 45 minutes of a man eating what appears to be a mushroom.

  • "Can't you see what I'm trying to tell you? I love you!"

Groucho Marx says this line in the 1933 film Duck Soup. It's a favorite MST3K riff during fight/struggle scenes and awkward verbal exchanges.

  • "He's a Cop-A-Feel-acanth!"

This is word play on the name of a now-rare order of fish, the coelacanth, which were thought to have become extinct around 66 million years ago, but were rediscovered in 1938 off the coast of South Africa. "Cop-A-Feel" is a term used for inappropriately touching women in a sexual manner.

  • "Ohhhh... the pain!" "Jonathan Harris would sue."

American character actor Jonathan Harris was known for his role as the cowardly Dr. Smith from the original Lost in Space TV series. "Ohhhh the pain" was one of his catchphrases.

  • "Open up! It's the Fish Police!"

Fish Police is a comic book series by cartoonist Steven Moncuse, adapted as a short-lived animated TV show of the same name in 1992 (though the joke seems to be more in line with police who'd investigate matters related to fish rather than fish who are police officers).

  • "Let's have an Alabama Getaway."

Presumably a reference to "Alabama Getaway", a 1980 song by The Grateful Dead.

  • "This is first class service." "And yet I still feel compelled to take a dump on the drink cart."

In 1995, Gerard Finneran, a Wall Street investment banker, had been refused further alcoholic beverages when cabin crew of United Airlines Flight 976 determined he was intoxicated. After they thwarted his attempt to pour himself more, Finneran threatened one flight attendant with violence and attacked another one. He then went into the first-class compartment, which was also carrying foreign dignitaries, climbed atop a drinks cart and defecated, using linen napkins to wipe himself, and smeared his feces around the cabin. Upon landing, he was arrested by the FBI and charged with interfering with a flight crew and threatening a flight attendant.

  • "Well, I can tell by this pile of cocaine, Lawrence Taylor was here."

Lawrence Taylor is a former linebacker for the New York Giants (1981–1993) who regularly used cocaine and crack as early as his second year in the NFL. His drug abuse escalated after his retirement, and he was jailed three times for attempted drug possession.

  • "I'll go pick up the other Banana Splits!"

Sid and Marty Krofft created the TV show The Banana Splits Adventure Hour for Hanna-Barbera in 1967. The main characters—Bingo, Drooper, Fleegle, and Snork—drove around in amphibious six-wheelers like the character does at the end of this movie.

  • "I ain't got time to bleed."

This line (which you can watch here or here) is spoken by Jesse Ventura's character in the 1987 movie Predator after one of his compatriots tells him he's bleeding. He then proceeds to mow down several guerillas with his hand-held Gatling gun. Ventura, a former pro wrestler (1975–1986) and 38th governor of Minnesota (1999–2003), used the line as the title of a book in 1999.

Memorable Quotes[]

[Close-up of some unidentifiable part of a fish.]
Mike: Please enjoy a fish anus.
[Mad narrator Dr. Leopold discusses how the walking catfish moves.]
Narrator: Forward progress is made with a snake-like slither and a vigorous thrashing of the tail.
Crow [as Narrator]: Courtney Love.
[Dr. Leopold is performing a series of complex tasks with his equipment]
Servo: I need to simplify my masturbation ritual.
[Leopold the fish monster attacks a swimming beauty in a bikini.]
Mike: He's a Cop-a-feel-acanth.
[INPIT agent Martha Walsh begins to strip out of her jumpsuit.]
Servo: Mike, how come you don't look like this in your jumpsuit?
Crow: A-are you sure you're buying the right kind of jumpsuit?
Mike: Hmmm...
[Dr. Leopold lumbers into town after having turned himself into a half-man, half-catfish monster.]
Servo[excited] Oh! Oh! Oh! You know who they need to take care of him? Huh? Do you know? Huh? Do you know? Catfish Hunter, that's who! Ha ha ha!
Mike[unimpressed] Hmm... that doesn't really work for me. See, the guy changed his name.
Crow: Yeah, to Catfish Chapstick, so the joke doesn't work.
Servo[deflated] Oh... but it was a good joke! Wordplay like that doesn't come around so often.
Mike: But it only works if you get the correct, current name.
Servo[disappointed] So the joke doesn't work? Sheesh...
. . .
Mike: Tom, are... are you sulking?
Servo[angrily] No!
Mike: Yes you are, look—look, I'm sorry. It was a good joke...
Crow: No! No it wasn't, Mike, 'cause his name is Catfish Chapstick...
Mike: Ssshh! He's suffered enough.

Video releases[]