"They're operating under a different theology."
  — Mike

The Short

Out of this World

Out of this World


A tale of the never ending battle between good and evil, as agents of Heaven and Hell move the battle to Earth for ultimate domination of bread delivery truck drivers.


The Movie


High School Big Shot

In 1959. miserable high school student Marv Grant (Tom Pittman) dreams of finishing high school and going to college. His English teacher, Mr. Carter (Peter Leeds, from Girls Town) is helping to get him a scholarship because he sees Marv's potential. Marv's father is a sporadically employed drunk (Malcolm Atterbury, from I Was a Teenage Werewolf) who dreams of giving up liquor, getting steady work, moving out of the run-down home that he and Marv share, and remarrying.

When his pretty, conniving classmate Betty Alexander (Virginia Aldridge) approaches Marv with her plight of not being able to understand Shakespeare well enough to write a paper (jeopardizing her plan of graduating and getting out of town), Marv offers to write it for her. She goes out on a mercy date with him, and he naively becomes infatuated with her. Marv asks Betty to marry him, and she flatly tells him "no" unless he can meet her monetary demands. She's on combative terms with her father and has a personal goal of wanting to "throw diamonds and furs in his face".

At his job, Marv overhears that a million dollars of drug money will soon be stored on the premises. He crafts a precise plan to steal it, enlisting the aid of two experienced criminals- the affable safe-cracker Stanley "Tribble" Adams and Adams' brother-in-law, the suspicious, put-upon liquor store proprietor Louis Quinn.

Marv assures Betty he will soon have lots of money and tells her how he is going to get it. She relays the info to her boyfriend, the bully/petty thug Vince (Howard Veit). Betty pressures him into snatching the money from Marv and furnishes a handgun. Vince resists, but he relents after a couple of kisses from Betty.

Things fall apart. Marv's cheating is revealed and his college prospects are crushed. Marv's dad proposes to a woman he's been seeing but is snubbed, and he then loses out on the promise of a job.

During the robbery, everybody double-crosses everybody else, and most of the characters end up dead, including Marv's father who hangs himself.


The Episode

Host Segments

Mike tries to relieve his headache

Prologue: Mike has a major headache. Crow has to practice his cymbals, Tom finds a bagpipe, and Gypsy really likes Seinfeld. These things don't go together.

Segment One: Mike turns to a drill to relieve the pressure. Dr. Forrester gives Frank and the SOL crew chemistry sets to do the work for him. Frank clones a dinosaur using his chemistry set. Alas, it does not like Dr. F. Crow mixes a potion that makes Tom Servo huge!

Giant Tom Servo

SOL speciality bread

Segment Two: Mike, Crow, and Tom present their specialty breads, such as a bread with a shampoo and conditioner built in, or a butter-top bread with bars of real butter stuck into it.

Segment Three: Crow and Tom egg Mike. With an omelet. And the hollandaise is too lemony.

Segment Four: Crow and Tom try and fail to break into Gypsy’s diary using dynamite and more dynamite.

The SOL recreate the films ending

Segment Five: Mike reads a letter until the Bots reenact the tragic end of the movie with water pistols. Dr. F gives the little dinosaur something to chew on, and it's in Frank's pants.

Stinger: "A million bucks!"

MST3K cast


  • It’s with this episode that Julie Walker's job title changes from "Info Club Coordinator" to "Info Club Poobah".
  • Michael J. Nelson does suffer from chronic headaches in real life and even wrote an article about it for the New York Times.


  • "Might as well have Mitchell for a dad!"
  • Servo references the short at the beginning when he ponders where the bread display in a general store is.

Running Jokes

  • In Out of This World, Mike and the bots portraying the bread salesman as a mobster who threatens his prospects with harm unless they stock his bread.
  • In High School Big Shot, exaggerating how poor the main character and his father are.
  • Tom singing "Don't Pay the Ferryman".

Obscure References

  • "Say I'm starring in Forever Plaid!"

Forever Plaid is an off-Broadway musical about a 1950s pop music group.

  • "I just saw Howard Hughes in the desert!"

A reference to Melvin Dummar, a Utah gas-station owner who claimed to have picked up reclusive billionaire Howard Hughes as a hitchhiker in the Nevada desert.

  • "This is Charles Kuralt. We're gonna leave you now with images of bread!"

Servo is mocking the late Charles Kuralt's sign-offs on CBS News Sunday Morning.

  • "Hey, Dr. Giggles!"

Dr. Giggles was a 1992 horror movie starring the thick-lipped actor Larry Drake.

  • "Uh... that's Christine Jorgensen!"

In the early 1950s, Christine Jorgensen became famous as one of the first people to undergo a sex-change operation.

  • "Niels Bohr buys groceries."


Niels Bohr was a Danish physicist who was a key contributor to the development of quantum mechanics.

  • "How's the German expressionist date going?"

German expressionism was a dark and moody school of film-making developed in Germany in the 1920s.

  • "Is this an Andy Warhol movie?"

Andy Warhol made a series of short movies, which he called "screen tests", that consisted of a single, uninterrupted shot of someone's face that went on for several minutes.

  • "Terry Malloy!"

Terry Malloy is the name of the main character in Elia Kazan's 1954 classic film On the Waterfront.

  • "She committed thought crimes! Put the rat mask on her!"

A reference to the crimes and torture of Winston Smith in George Orwell's 1984.

  • "Dad's turned into Gregor Samsa."

Gregor Samsa is the character in Franz Kafka's novella The Metamorphosis who wakes up one morning to find he has changed into a giant bug-like creature.

Video releases

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