(Johnny watches himself jump in a distorting mirror)

Afterwards, Johnny can't stop going up and down. -The drugs from the Chemical Wonderland start to kick in.

- Narrator and Crow

The Short[]



At the 1947 Canadian National Exhibition, a young boy ditches his parents and sets off for adventure, meeting some celebrities along the way, including world heavyweight boxing champion Joe Louis, Canadian figure skater Barbara Ann Scott (who won the gold medal in the 1948 Olympics), comedians Ole Olsen & “Chick” Johnson, and former Canadian prime minister William Lyon Mackenzie King. This short was narrated by Lorne Greene.


The Movie[]

Main article: The Rebel Set (film)


Criminal mastermind Mr. Tucker recruits a group of misfits to commit a robbery, then betrays them.

The Episode[]

Host Segments[]


Joel tries to read a scary story

Prologue: Joel attempts to read the Bots a scary story, but Tom and Crow are too jaded and aren't biting, until Joel produces the unrelenting terror that is Life's Little Instruction Book...

Invention Exchange (Segment One): While Dr. F has an even scarier book, Frank introduces the time saving but rather cumbersome Quick Primp Kit styling station, where as Joel removes all the trouble from modern art production with the Mark Rothko Paint-by-Number kit.


Quick Primp Kit styling station

Segment Two: Crow has ordered the "Co-starring with Scott Baio - You!" acting lessons.

Segment Three: Inspired by the movie, Joel asks the Bots what they'd do with a four-hour layover in Chicago. Crow has elaborate plans.

Segment Four: Joel hosts a writing workshop with the Bots using the so-called "Merritt Stone Method", which seems interested only in stories that reference, take place on, or otherwise involve trains.


SOL writing workshop

Closing (Segment Five): Tom "Hercule Poirot" Servo has conceived of an elaborate process of elimination to determine the identity of Merritt Stone, but things become more confused and Servo's head explodes. Down in Deep 13, the also-obsessed TV's Frank fares no better.

Stinger: The weird old beatnik poet proclaims, "I am bugged!"

MST3K Cast[]

Regular Cast

Guest Cast


  • Upon returning to the movie after Segment Two, Tom says "Hey look, you know who that is? I'll give you a hint- 'I sing whenever I sing whenever I sing...'." Tom is identifying actor Don Sullivan (in the role of George Leland), who had previously appeared as the singing mechanic Chase Winstead in The Giant Gila Monster.
  • Later, Tom is correct when he points out that Merritt Stone is not the actor playing the train conductor and doesn't appear in The Rebel Set. The role is played by fellow Bert I. Gordon regular Gene Roth.
  • For the record:
    • Merritt Stone played the spider-eaten dad Pete Flynn in Earth vs the Spider, the clergyman in Tormented, an uncredited role as a policeman near the end of War of the Colossal Beast and the king in The Magic Sword.
    • Apart from the train conductor in this movie, Gene Roth played the sheriff in both Earth vs the Spider and Attack of the Giant Leeches as well as the lunch stand guy in Tormented.
    • Jack Kosslyn played a military lieutenant in The Amazing Colossal Man, the KTLA newscaster in War of the Colossal Beast, Fraser in Earth vs the Spider and the ogre in The Magic Sword
    • The only experiment in which all 3 men appeared was Earth vs. the Spider. Coincidentally, none of these 3 actors appeared in any subsequent experiments after The Rebel Set.
  • At the end of the final host segment, Frank identifies Gene Roth as having appeared in "She Demons, a 1958 film with Irish McCallahan". The actress' name is actually Irish McCalla. She Demons became a RiffTrax Presents: Bridget & Mary Jo presentation in 2019.
  • When Frank obsesses over "Who is Merritt Stone?", Dr. Forrester's closing remarks are "I'll get you for this Joel!" This could be foreshadowing the season's remaining episodes, which include some of the most infamously bad movies they ever riffed: Monster A-Go Go, Bride of the Monster, and "Manos" The Hands of Fate.

Obscure References[]

  • "I'm reading for Mel Brooks tomorrow."

Mel Brooks was one of the producers of the popular 1960s TV series Get Smart in which actor Edward Platt (who plays Tucker) gained fame as the Chief. The rest of episode contains several references to Get Smart, including the show's characters (Max, Agent 99, Larrabee) and catchphrases ("Sorry about that, Chief..." "Missed it by that much..." "The Cone of Silence", etc).

  • "A show called Moose Murders"

Moose Murders is a 1983 play infamous for being one of the biggest flops in Broadway history, closing after one performance.

  • "She's a Jules Feiffer cartoon"

Jules Feiffer was for many years the staff cartoonist for The Village Voice. He often drew tall, thin beatnik women in black leotards like one of the dancers in this movie.

  • "RUN, VON RYAN!"

A quote from the 1965 World War II movie Von Ryan's Express.

  • "Jeez, the horse from Equus had it better than this!"

Equus is a play about a mentally ill stable boy who blinds six horses.

  • "He's about so high." "Well, yes, there was a Mr. Barty here..."

A reference to little-person actor Billy Barty.

  • "Looking very relaxed, Adolf Hitler on vibes."

A line from the song "The Intro and the Outro" by the Bonzo Dog Doo Dah Band, in which various notable people were credited as being among the musicians performing in the song.

  • "We have nothing to fear but fear itself."

Spoken as Mr. T puts a cigarette holder in his mouth, this is a well-known quote from the United States President Franklin D. Roosevelt, who often used a cigarette holder.

  • "It's Miss Hathaway!"

Miss Hathaway was the loyal secretary to the irascible bank manager on the TV comedy The Beverly Hillbillies. The voice of the actress on the record sounds a bit like her.

  • "A cock's comb?" "By Henry Miller." (repeat)

Henry Miller was an American playwright and author. Some of his work was sexually-charged. This would seem to be a reference to his novel Crazy Cock.

  • "Hey, Vern!" "Ernest does a dime in Attica!"

Ernest P. Worrell was a well-meaning yokel character played by actor Jim Varney. He appeared in a series of commercials, and later movies including Ernest Goes to Jail. He often addressed the unseen character Vern. Attica is a maximum-security state prison in New York. In this context, "a dime" would refer to a 10-year sentence.

  • "Theo Bikel? Must be 200 Motels."

Theodore Bikel appeared in Frank Zappa's movie 200 Motels.

A play by Samuel Beckett, in which an old man listens to monologues he has recorded on tape over the course of his life.

  • "May I...Dance with your dates?"

Line from the film Animal House spoken by a burly bar patron who confronts the Delta Tau Chi frat boys trying to fit in at a bar with a primarily African-American clientele.

  • "She's Danielle Quayle."

Spoken after the waitress misspells a word, this is a reference to an incident in which former Vice-President Dan Quayle, using a card prepared by a teacher, had "corrected" a grade-school student's spelling of the word "potato" by telling them to add an "e" to the end.

  • "Travelin' along... Footloose and fancy free..."

Sung over a shot of a car driving along a back road, Joel is paraphrasing the song "Movin' Right Along" from The Muppet Movie.

  • "Ya know, the committee to re-elect the president!"

Richard Nixon's 1972 re-election campaign was run by an organization with the acronym CREEP: the Committee to RE-Elect the President. Its list of prominent members was essentially a roster of those who would later face charges for various crimes revolving around the Watergate scandal. There is subsequently a reference to Howard Hunt, who was a former CIA officer and member of this organization.

  • "My boss, always comin' up with phrases like that."

Spoken in the manner of the opening narration for the TV show Hart to Hart in which Max, the roughneck valet (played by Lionel Stander), affectionately describes his employers Mr. & Mrs. Hart. Subsequent takes on this riff from Crow occur throughout the episode.

  • "Gordon Lish is going to give me a bad grade on this"

Gordon Lish is an author and editor who also taught fiction writing. He is famous for having a harsh teaching style.

  • "Visit the off-world colonies!"

Referencing the inviting offers spoken through the city intercoms from Blade Runner.

  • (Singing over an establishing shot of Chicago.)

Joel and the 'bots are singing the instrumental theme tune from The Bob Newhart Show which was set in Chicago. The opening credits sequence depicted Bob's commute home through the city from his office.

  • "...And Cucamonga"

A recurring joke on the Jack Benny radio program involved Jack waiting to board a train. The announcer (played by Mel Blanc) would announce boarding for a list of cities which would always end with Cucamonga, CA. As the joke was repeated over the course of the series, Blanc would make the pause between "Cuc" and "-amonga" longer and longer.

  • "Super Dave!"

Super Dave Osborne was a character created by comic actor Bob Einstein. An incompetent daredevil, Osborne was the star of a TV show which depicted his attempts to perform various stunts which always went wrong. He typically wore a crash helmet.

  • "I'm gonna kill that milk to impress Jodie Foster."

John Hinckley Jr. was supposedly motivated to make his attempt on the life of U.S. President Ronald Reagan out of a desire to impress actress Jodie Foster, upon whom Hinckley was fixated.

  • "Tonight's episode- Milk: It Does a Body Dead."

For many years during the 1980s, the slogan of the National Dairy Board was "Milk: It Does a Body Good". Additionally, many crime/police dramas (including a lot of Quinn-Martin Productions) would feature ominous episode titles with twists on common phrases.

  • "Mrs. Webb... You're backing up... That's a one-way, Mrs. Webb..."

Crow is mimicking the vocal style of Bob Newhart's Driving Instructor character (who was addressing his student, the easily confused and distracted Mrs. Webb) in one of Newhart's best-known stand-up comedy routines.

  • "I wish I had my Carmex..."

Carmex is a brand of lip balm.

  • "Maybe I can get on that Bizarre show with John Byner..."

Bizarre was a Canadian sketch comedy TV show in which the aforementioned character Super Dave Osborne first appeared. It was hosted by John Byner.

  • "Joe Doakes. Not a very good driver."

A callback to the driving safety short X Marks the Spot which appeared in Experiment #210.

  • "Pardon me, boy! Oh, forget it..."

"Pardon me, boy" is the first lyric in the song "Chattanooga Choo-Choo".

  • "Reverend" " jeans"

A pun on the title of the Neil Diamond song, "Forever In Blue Jeans".

  • "Art Linkletter! They all have Art Linkletter on them!"

Art Linkletter was the long-time spokesman for the board game The Game of Life, and appeared on the $100,000 bills in that game as recently as the 1985 revision.

  • "Alright, who wants gum?"  "I DO, I DO!"

A play on the slogan used by Trident gum in commercials shown in the nineties.

  • "I write about the life of the mind."

A reference to the movie Barton Fink -- in that movie, Barton declines a similar offer from a working-class guy to give him stories he can use.

  • "A screaming comes across the sky..."

The first line of the novel Gravity's Rainbow by Thomas Pynchon.

  • "In nomine Patri!"

Latin for "In the name of the Father", this is part of the blessing bestowed by a priest during a Catholic mass.

  • "Oh, a love scene..." "No tunnel."

Images of trains (and trains entering tunnels) have often been used as a visual metaphor for sex. A notable example of this happens at the end of the film North by Northwest, in which Cary Grant's character is shown taking his new wife into the train berth they are sharing, then cuts to a shot of the train entering a tunnel.

Memorable Quotes[]

Gypsy: (slowly) "A train leaves a station at 2PM, going 90 miles an hour. Another train leaves another station going the opposite direction at 5PM going 60 miles an hour. How long before they meet?"
Joel: Oh, Gypsy, that is everything great literature should be. According to Merritt Stone.
Servo: (offscreen) HE'S NOT MERRITT STONE!

Johnny At the Fair (Short)[]

Narrator: Johnny even got to the midway for a ride, but the fun didn't last nearly long enough.
Servo [as Narrator]: Johnny's car rolled and burned.
Narrator: There were displays from all over the world, from countries Johnny was just learning about. Fine porcelain from France. Riches from the Orient. Silks and pearls from India.
Joel: Simulated culture like Disney World.
Narrator: "No, Johnny," says Mom, "We're going to the art gallery."
Servo [as Mom]: And you'll like it!
Crow [as Johnny]: No! I don't wanna go!

The Rebel Set (Movie)[]

Cafe Patron: [to beat poet King Invader, as she and her husband are leaving] King, we enjoyed it; truly we did. Dear heart.
Crow: [as patron] My husband's very hip at home!
King Invader: [short pause] I am bugged...!
Joel: God of facial hair!
King Invader: ...beyond recall!

Video Release[]