Clowns are raining down.
Hear the screams of the greasepaint!
DANGER! Clown Puddles.

That was a really nice haiku, Tom Servo and Joel Robinson

The Short

Main article: Undersea Kingdom (serial)



Brilliant scientist Professor Norton, a plucky gal reporter named Diana, the professor’s stowaway son Billy, and heroic Navy lieutenant Crash Corrigan take off to investigate mysterious undersea earthquakes in the professor’s rocket-powered submarine.

Hundreds of leagues beneath the sea, they find the kingdom of Atlantis, the source of the seismic waves. The comparatively advanced undersea society has television, robots, and armored cars (though for the most part, they ride horses, fight with swords, and wear skimpy tunics and silly hats).

It is this same technological know-how that has caused the Atlanteans to damage the Earth’s surface. Crash and his friends learn that the seismic activity is just a side effect of Atlantis' real problem: a rebellion led by the odious Unga Khan.

The Movie


Attack of the Giant Leeches

After local moonshine-swilling trapper Lem Sawyer (George Cisar) sees a giant creature, people start disappearing. While searching for illegal traps, game warden Steve Benton (Clark) and his girlfriend Nan Greyson (Shepard) find Lem dying with giant sucker wounds on his body. An adulterous couple, Liz Walker (Vickers) and Cal Moulton (Emmet), are forced into the water by her enraged husband Dave (Bruno VeSota) and get taken by the leeches. Soon after, two more trappers disappear and Benton gets involved. He and Nan's father, Dr. Greyson (Tyler McVey), realize that the people were taken by the leeches and that the leeches live in caves under the swamp. Using dynamite, the four missing bodies are discovered and the leeches are destroyed.[1]


  • The giant leeches are played by actors in sack-like suits made of thin black plastic and complete with fake "suckers" sewn on.
  • Stretched out by the divers’ air tanks, the giant leech costumes split during production; that’s why viewers only see fleeting glimpses of the creatures.
  • According to director Bernard L. Kowalski, producer Gene Corman didn't want to pay the technicians the extra money for pushing the camera raft while they were filming in the Pasadena Arboretum in the water, so he put on a bathing suit and did it himself.
  • The music score for this film was a stock score used previously in the film Night of the Blood Beast, also produced by Gene Corman, brother of Roger Corman.
  • The actor Gene Roth appears as the sheriff. He also played a similar character in Earth vs. the Spider.

The Episode

Host Segments


Prologue: The Holo-clowns from the previous episode just won't go away and are driving everyone bonkers, forcing Joel to make a drastic decision.

Segment One (Invention Exchange): Tom performs a clown haiku. Dr. F and Frank demo Patches the Leech as a cure for smoking to get around FDA regulations. Joel and the Bots show their Insty-Adolescent Kit, making Servo feel quite awkward.

Segment Two: Crow was affected by the short a bit more than he thought. This leads into a discussion about what they'd wear to take over the world, what overwrought plot they'd use to complete their goal, and how they'd make the world pay. Dr. F effectively proves Joel's point.

Patches the Leech

Segment Three: The SOL crew takes a coffee break and discusses how the movie compares to the weird dreams they've had. Crow still has Billy.

Segment Four: Based on the backwoods hillbillies from the movie, the crew performs the song, "A Danger to Myself and Others".

Segment Five: Joel and the Bots try to understand the motives of the leeches. Joel: "I think they just went on killing and killing until it was all about killing and it wasn’t about fun anymore." They then read a letter. Billy is still present. Meanwhile in Deep 13, Patches has been sucking on Frank a bit too long.

Stinger: Perched on a window, little Billy has a psychotic episode.

MST3K cast

Regular cast

Guest cast


  • Paul Chaplin loves this movie, and is quoted as saying "It's got an intensity about it that I admire."
  • Joel and the Bots give an enthusiastic "Woot" on seeing Corman's name, reflecting the MST3K writers' love/hate relationship with the director.
  • Crow's line "Joel, I thought underwear was supposed to match..." further builds upon the idea that the bots are "growing up" and have questions about human behavior only Joel can answer.
  • No title slate has ever aired for this episode, as all airings (and DVD releases) cut straight to the opening credits.

Obscure References

  • "Behold, Sub-Mariner, prince of the sea!"

Joel is quoting one of the theme songs from The Marvel Super Heroes.

  • "Look! He's being followed by Michael Nesmith!"/"Did you know my mom invented Liquid Paper?"

Michael Nesmith (singer/songwriter and member of the Monkees, usually identified by his large sideburns and wool cap) is indeed the son of the inventor of Liquid Paper, Bette Nesmith Graham.

  • "Looks like rush hour at Spaghetti Junction!"

"Spaghetti Junction" is a nickname for an interchange between Interstate 35E and Interstate 94 in downtown Saint Paul, Minnesota. There is also an interchange between Interstates 285 and 85 known as "Spaghetti Junction" just north of Atlanta, GA.

  • "Rock the boat, don't rock the boat baby..."

The heavily-repeated sage advice from the 1974 Hues Corporation disco hit.

  • "Xanadu, stately underwater home of Charles Foster Kane...!"

An oft-used quote from the movie Citizen Kane (though Kane's home was not underwater). MST3K used it in enough shows that it became an item in the MST3K drinking game.

  • "I am the god of hellfire!"

A quote from the Arthur Brown song "Fire", which was later covered by Prodigy. The recorded phrase was sampled from the 1939 movie The Wizard of Oz.

  • "It's a Denver Pyle statue!"

Actor Denver Pyle is best remembered for playing Uncle Jesse on The Dukes of Hazzard.

  • "Mayor Dinkins just ain't cuttin' it, is he?"

David Dinkins was mayor of New York City at the time this episode first aired.

  • "Gray Lady Down for Contel!"

A reference to Gray Lady Down, a 1978 disaster movie starring Charlton Heston, and to an ad campaign in which Heston endorsed Continental Telephone.

  • "Billy Bathtub, what a terrible movie."

A reference to the poorly-received 1991 gangster movie Billy Bathgate which features Dustin Hoffman as gangster Dutch Schultz (as well as a scene with Nicole Kidman in a state of undress).

  • "I knew Colonel Kurtz was close... he was real close."

A reference to Marlon Brando's character in Apocalypse Now.

  • "Get him girls, he hit Buddy!"

Joel is slightly mis-quoting a line from the end of the movie Blazing Saddles (viewable here ) in which a group of effete male dancers in tuxedos engage in a brawl with a gang of rugged cowboys.

  • "A man called Humbert Humbert wants to see me..."

Humbert Humbert was the literary scholar who became enamored of a much younger woman in Vladimir Nabokov's novel Lolita.

  • "We now join Fitzcarraldo, already in progress."

Fitzcarraldo is a 1982 film directed by Werner Herzog about a man that transports a large steamer ship over land to cross a mountain in Peru.

  • "Oh great, they're letting Jay North lead the pack here!

Jay North starred in the live-action TV version of Dennis the Menace.

  • "Answer unclear, ask again."

This is one of responses given by the fortune-telling toy Magic 8 Ball.

  • "Regular Nina Totenberg, isn't she?"

Nina Totenberg is an American legal affairs correspondent for National Public Radio.

  • "Then I dated David Soul for a while..."

Actor David Soul, of Starsky & Hutch fame, has been married five times. His third wife left him due to his alcoholism and violent temper.

  • "Don't ever get off the boat."

General advice from the film Apocalypse Now.

  • "No, they're Scientologists!"

Leeches are annelids. Scientologists are members of a group founded by science fiction author L. Ron Hubbard which requires members to donate a percentage of their income to the organization. Some find their belief system (which they identify as a religious organization) to be questionable.

  • "It's the star of Ralph Bellamy, Ralph Bellamy, Ralph Bellamy."

    MST3K 406 Promo

Movie, stage and TV actor Ralph Bellamy resembled the cranky cigar-chomping sheriff. Bellamy's career lasted from 1931 to 1990 and included helping found the Screen Actors Guild.

  • "I've seen this in Dementia-13."

The film Dementia-13—produced, like this movie, by Roger Corman, and the directing debut of Francis Ford Coppola—features a similar situation of a corpse being in a body of water.

Video Release

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