"You know what I’m looking at right now? That exit sign."
  — Mike

The Movie

The Incredibly Strange Creatures Who Stopped Living and Became Mixed-Up Zombies


Jerry (Steckler as "Flagg"), his girlfriend Angela (Sharon Walsh), and his buddy Harold (Atlas King) head out for a day at the carnival. In one venue, a dance number is performed by Marge (Carolyn Brandt), an alcoholic who drinks before and between shows, and her partner, Bill Ward, for a small audience. There Jerry sees stripper Carmelita (Erina Enyo) who hypnotizes him with her icy stare and he is compelled to see her act. Carmelita is the young sister of powerful fortune-teller Estrella (Brett O'Hara), and Estrella turns Jerry into a zombie by hypnotizing him with a spiraling wheel. He then goes on a rampage, killing Marge and fatally wounding Bill. Later, Jerry attempts to strangle his girlfriend Angela as well. It develops that Estrella, with her henchman Ortega (Jack Brady), has been busy turning various patrons into zombies, apparently by throwing acid on their faces.

Interspersed through the film are several song-and-dance production numbers in the carnival's nightclub, with songs like "Choo Choo Ch'Boogie" and "Shook Out of Shape". The titular zombies only make an appearance in the final act, where they escape and immediately kill Estrella, Carmelita, Ortega and several performers before being shot by police. Jerry, himself partially disfigured but not a zombie, escapes the carnival and is pursued to the shoreline, where the police shoot him dead in front of Angela and Harold. [1]


  • The title was originally going to be The Incredibly Strange Creature: Or Why I stopped Living and Became a Mixed-up Zombie, but Columbia Pictures threatened writer/director/star Ray Dennis Steckler with a massive lawsuit, thinking that the title was too similar to their upcoming Stanley Kubrick film, Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb (1964). Steckler was amazed that Columbia would feel so threatened by his little $38,000 film. He phoned the studio to straighten things out, but couldn't make any progress until he demanded that Kubrick get on the line. Then Steckler simply suggested the new title - Kubrick accepted, and the whole thing was dropped. [2]
  • This movie gave early work experience to two respected cinematographers: Laszlo Kovacs, and Vilmos Zsigmond. Kovacs is credited as "Leslie Kovacs", and Zsigmond as "William Zsigmond."
  • It was released in “Hallucinogenic Hypnovision,” which meant that after a turning "hypnosis-inducing" spiral appeared on the screen, people wearing rubber masks of the movie’s characters would run down the aisles and try to scare the audience.
  • A soundtrack album was made available.
  • Steckler directed and performed in 1962’s Wild Guitar, starring Arch Hall Jr. of Eegah (a poster for Wild Guitar is in this movie on the wall of the boozing dancer’s dressing room).
  • Steckler also worked as assistant cameraman on Eegah and appeared as the guy thrown into the pool at the end of the film.
  • Steckler and Carolyn Brandt (Marge) were married in real life.
  • Received three nominations in The Golden Turkey Awards series: Worst Title of All Time, Most Inane and Unwelcome Technical Advance in Hollywood History (for Hallucinogenic Hypnovision), and Most Idiotic Ad Lines in Hollywood History. It lost respectively to Rat Pfink a Boo Boo (also directed by Steckler), Percepto from The Tingler, and Kwaheri.
  • The performers on the song "Shook Out of Shape" (infamously called "Get Your Schick Out and Shave" by Mike and the bots) are credited as Carol Kay and The Stone Tones. Some sources claim this is Carol Kaye, the legendary session bass guitarist, who recorded thousands of songs with everyone from the Beach Boys to Cher. However, there is no record of the bassist Kaye having a singing career, let alone singing on stage.

The Episode

Host Segments


Prologue: It's Walkathon season and Mike is being hit up by Crow who's walking on behalf of WALKATHON., an acronym for Walkers At Large Kinetically Altruistic Through Hygiene Or kNowledge. Tom is walking for HELPING CHILDREN THROUGH RESEARCH AND DEVELOPMENT which also turns out to be an acronym for: Hi, Everyone. Let's Pitch In 'N' Get Cracking Here In Louisiana Doing Right, Eh? Now Then. Hateful Rich Overbearing Ugly Guys Hurt Royally Everytime Someone Eats A Radish, Carrot, Hors d'oeuvre, And Never Does Dishes. Eventually, Victor Eats Lunch Over Peoria Mit Ein Neuesberger Tod.

Crow and Servo sport new pompadours

Segment One: As Tom sings the praises of beefy tees to spread awareness of Hi, Everyone. Let's Pitch In 'N' Get Cracking Here In Louisiana Doing Right, Eh? Now Then. Hateful Rich Overbearing Ugly Guys Hurt Royally Everytime Someone Eats A Radish, Carrot, Hors d'oeuvre, And Never Does Dishes. Eventually, Victor Eats Lunch Over Peoria Mit Ein Neuesberger Tod, the SOL crew detect the launch of a spacecraft. It's Pearl in The Widowmaker who is attempting to return the Space Childern to their parents. Down on the planet Brain Guy and Bobo have a voice only link to the satellite as they fight over who is sending the movie up, during which Bobo hurls his poo at Brain Guy.

Crow hires Ortega

Segment Two: Inspired by the movie, Crow attempts to read Mike's fortune using Tom's head as a crystal ball, but it's all just a grand scheme to extort 50 cents. Things go wrong and Mike ends up giving them the money out of pity.

Segment Three: Crow and Servo sport new pompadours like the foreign guy from the movie, convincing Mike of the need to update his look too. A quick session with Shelli the Nanite gives him a really high pompadour, so high that Rocket Number 9 reveals it's a danger to communication satellites.

Segment Four: Crow hires Ortega to cater the movie break, but while he and Tom love the spread, Mike can't get over his appalling personal hygiene. Mike's barbs shame Ortega, leaving him no choice but to douse his own face with acid.

Closing (Segment Five): The Bots have convinced Mike to take a ride on their rollercoaster, The Screaming Lemur, but perhaps they really should have considered adding a track. Meanwhile Pearl has finally reached the Space Children's huge and omnipotent parents, turning down their offer of coffee and carrot cake to say her goodbyes and flee.

Stinger: "What do you think we came here eat?" retorts the Foreign Guy.

MST3K cast

Regular cast

Guest cast


  • This was the first episode of the series to be broadcast in stereo.
  • In Segment Three, after Mike says he hasn't changed his look since 1985, Tom says "So about 500 odd years ago?"  in reference to the trio having survived for five-hundred years between the end of the Comedy Central era and the start of the Sci-Fi era.
  • Pearl's returning the Space Children to their parents is likely a nod to the Star Trek episode "The Squire of Gothos", in which the crew of the Enterprise runs afoul a seemingly all-powerful being called Trelane. Before Trelane is able to do anything too horrific, his "parents" arrive to take him away and apologize to Captain Kirk for his misbehavior.
  • This episode aired seventh and last during Sci-Fi Channel's Thanksgiving Marathon.


Running Jokes

  • Mike and the bots repeatedly mention how much Jerry resembles actor Nicolas Cage.
  • Frequent comments on the alcoholic dancer and her "mannish" looks. Her partner's blond Aryan appearance prompts several "gender-bender," "Nazi," and "gay Nazi" jokes.
  • Harold and Estrella's foreign speech patterns.
  • Jerry's girlfriend's brother is a "shut-in geek/Norman Bates" kind of guy who looks like Ed Grimley.
  • Jerry's facial structure in general: "He's an Easter Island statue", "He's got a cab forward face", "...'cuz it doesn't work on ferrets!", etc.
  • The poor quality of the musical numbers.
  • "Never let your book club be your backup dancers."
  • "You feelthy peeg!"
  • "Let me move my condoms."
  • Riffs and eventually irritation about the many carnival exterior shots.
    • Mike: "There's a carnival that figures prominently into the movie! We get it!"
    • "Hey, look. A carnival. Wow."
  • Madison.

Quotes & References

  • "I can hear you, too. You're coming through just as fine and clear as can be."
Bobo is paraphrasing President Merkin Muffley (Peter Sellers) talking on the phone with Soviet Premier Dimitri Kissov in Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb.
  • "Passaic, New Jersey—Where America's day begins!"
Passaic is a city in Northern New Jersey. It is known for its industry and constant urban renewal. The phrase, "Where America's day begins," is an unofficial motto of Guam, a U.S. territory in Micronesia located two time zones to the west of the International Date Line.
  • "Garth Hudson's playing in there."
Garth Hudson was the organist for The Band and other groups.
  • "Ah! Ray Dennis Steckler. That explains a lot!" "Yeah! In the fine tradition of Arch Hall, Jr.!"
Arch Hall, Jr. is one of the stars of the earlier MST3K experiment Eegah, in which Ray Dennis Steckler also worked as assistant cameraman. They were friends in real life.
  • "Cinematography by Zapruder."
The Zapruder film is a silent 8mm color motion picture sequence shot by Abraham Zapruder with a Bell & Howell home-movie camera, as United States President John F. Kennedy's motorcade passed through Dealey Plaza in Dallas, Texas, on November 22, 1963. Unexpectedly, it ended up capturing the President's assassination.
  • "If it says Libby's, Libby's, Libby's in the credits, credits, credits, you won't like it, like it, like it."
In the 1970s, Libby's (canned food and beverages) had a successful TV advertising campaign featuring their jingle, "When it says Libby's, Libby's, Libby's on the label, label, label, you will like it, like it, like it, on your table, table, table."
  • "The music's gonna break into 'Chest Fever' any minute now."
"Chest Fever" is a song from The Band's 1968 debut album Music from Big Pink, which opens with an organ solo loosely based on Bach's "Toccata and Fugue in D Minor". Servo actually hums the first few bars of the song after the intro after Mike's line.
  • "I think Corky St. Clair choreographed this."
Corky St. Clair is the enthusiastic but incompetent community theatre director/choreographer played by Christopher Guest in Waiting for Guffman.
  • "Michael Flatley's Lord of the Dull."
A reference to Michael Flatley's Lord of the Dance.
  • "Andrei Gromyko looks on."
Andrei Gromyko was a Soviet Belarusian communist politician during the Cold War.
  • "Let's hear it for Hank and Larry!"
Hank and Larry are homosexual lovers from the play and film The Boys in the Band.
  • "And now, funnyman Hermann Göring."
Hermann Göring was a Nazi military leader, Supreme Commander of the Luftwaffe, President of the Reichstag, Prime Minister of Prussia, and Hitler's designated successor. He was also responsible for the creation of the Gestapo and had definite involvement in the anti-Semitic actions of the Nazi regime. At the Nuremberg trials, Göring was condemned of all four counts of indictment: Conspiracy to commit crimes alleged in other accounts, Crimes against Peace, War Crimes, and Crimes against Humanity.
  • "Renée Richards is Wendy Carlos in Glen or Glenda?"
Both Renée Richards and Wendy Carlos are famous male-to-female transsexuals, and Glen or Glenda? is an Edward D. Wood, Jr. film about a transvestite.
  • "Bill W., theatrical manager."
Bill W., aka William Griffith Wilson, was the co-founder of Alcoholics Anonymous.
  • "And Jaye P. Morgan gives him the gong."
Jaye P. Morgan is a singer and actress best known as a panelist on Match Game and The Gong Show.
  • "Goofus and Gallant, the movie!"
Goofus and Gallant is a children's comic strip appearing monthly in Highlights for Children, wherein two boys are presented with the same situation, which Gallant handles responsibly, and Goofus handles in a careless/haphazard way. The comic contrasts the actions of the eponymous characters, presenting Gallant's actions as right and good and Goofus's as wrong and bad.
  • "In Xanadu, the stately home of Charles Whitman..."
A reference to both the opening sequence of Citizen Kane (which describes the home of Charles Foster Kane), and to Charles Whitman, who killed 17 people in a rampage at the University of Texas.
  • "Oh, hi, re-ride."
"Oh, hi, Rerun" is a catchphrase on the 1970's sitcom What's Happening!!
  • "Oh, work your magic Boone's Farm."
Boone's Farm was formerly a brand of apple wine produced by the E & J Gallo Winery. Now, flavors are malt-based instead of wine-based due to changes in tax laws. The brand is popular on college campuses due to its low price.
  • "She's sub-letting Dr. Carlo Lombardi's place!"
Dr. Carlo Lombardi is the oily hypnotist from Experiment #808 The She-Creature.
  • "She better get ready. Nancy Reagan has an appointment."
Former first lady Nancy Reagan consulted an astrologer to assist planning her husband's presidential schedule after his 1981 assassination attempt.
  • "I still curse Yalta."
The Yalta Conference was the World War II meeting of the heads of government of the United States, the United Kingdom, and the Soviet Union to discuss the postwar reorganization and re-establishment of Germany and Europe. However, within a few short years, with the Cold War dividing the continent, Yalta became a subject of intense controversy.
  • "The girls' costumes were designed by longtime NFL referee Jerry Markbreit."
Jerry Markbreit began refereeing in the NFL in 1976. He retired the year after this episode aired.
  • "You know, oddly enough, Andrea Dworkin choreographed this."
Andrea Dworkin was a radical feminist who criticized pornography as the celebration of rape and violence against women.
  • "Ladies and gentlemen....Lesley BORE!"
Pun on the name of singer-songwriter Lesley Gore, who scored her first hit song with "It's My Party".
  • "You know on Sullivan they only shot him from his ankles down."
When Elvis Presley performed the song "Hound Dog" on The Ed Sullivan Show, his "obscene hip gestures" were considered too risqué for viewers at the time, so he was only shown from the waist up.
  • "Carmelita?" "Jump a little lighter?"
In Bruce Springsteen's song "Rosalita (Come Out Tonight)", the first line of the chorus is "Rosalita, jump a little higher."
  • "Wow! They're recreating Woody Allen's parking dream!"
In a scene from the film Bananas, Woody Allen's character dreams about being carried on a crucifix in a parking lot.
  • "The Slightly L."
The Chicago "L" (short for "elevated") is the system of elevated trains that provides mass transit to the city. The train shown here is Angels Flight, a landmark funicular railway in the Bunker Hill district of Downtown Los Angeles, California.
  • "Night Mundo Finnneeeeee....."
A callback to the Coleman Francis film Red Zone Cuba (Experiment #619), which features John Carradine singing the aforementioned song.
  • "I'm gonna tell you all a story about the Harper Valley widowed wife!"
Servo is paraphrasing lyrics from the 1968 song "Harper Valley P.T.A." popularized by Jeannie C. Riley which was about the hypocritical members of a P.T.A. who accused a single mother in the area of moral indiscretion. A 1978 film and 1980s TV series were also made with the same title and subject matter.
  • "Buried with a donkey! He's my favorite honky!"
Lyrics from the song "King Tut" written and performed by Steve Martin.
  • "The Indigo Girls try to find the stage."
Indigo Girls are an American folk rock music duo. In the comedy film This is Spinal Tap, the members of a rock band become lost in the underground passages of a venue in which they are performing.
  • "You did it, you finally did it, damn you all to hell!"
Charlton Heston's line at the end of the film Planet of the Apes which has a similar beach shot.
  • "Any chance a pelican will drop a turtle on his head?"
A widely-spread story about the ancient Greek playwright Aeschylus is that he was killed while walking on a beach when a bird dropped a turtle (or tortoise) on his head from a great height, having mistaken Aeschylus' bald head for a rock that could break the reptile's shell, allowing the bird to eat the creature inside. The story is likely apocryphal.
  • "I'm going to Las Vegas to drink myself to death."
The actor staggering from the water looks a bit like a drunken Nicolas Cage, whose character in the 1995 film Leaving Las Vegas travels to said city on a mission to commit suicide by drinking himself to death.
  • "What is this, Confuse-a-Cat?"
Confuse-a-Cat is a Monty Python's Flying Circus sketch about a service that performs a series of absurd and confusing antics in front of bored housecats in order to alleviate their dull lives. It can be viewed here, here, or here.
  • Rock songs are referenced when guitar player Don Snyder (or Dan Swanson) sings:
    • "Livin' on reds, vitamin C, and cocaine..." - The Grateful Dead, "Truckin'"
    • "Emancipate yourselves from mental slavery..." - Bob Marley, "Redemption Song"
    • "London calling, yes, I was there, too..." - The Clash, "London Calling"
    • "I really love your peaches, want to shake your tree..." - Steve Miller Band, "The Joker"
    • "My Anaconda don't want none unless you've got buns, hun..." - Sir Mix-A-Lot, "Baby Got Back"
    • "Legalize it..." - Peter Tosh, "Legalize It"
  • "Music by The Edgar Winter Group."
The music at this point is reminiscent of the bridge in "Frankenstein", an instrumental by The Edgar Winter Group.

Memorable Quotes

[As the show opens, the Bots are doing walkathons.]
Mike: Uh, what about you, Servo?
Servo: Well, I'm walking for "Helping Children Through Research And Development".
Mike: Oh, HeCTRAD! Yeah, I think I've heard of that group. It's a good group.
Servo: No, actually "HELPING CHILDREN THROUGH RESEARCH AND DEVELOPMENT" is the acronym, Mike. It stands for "Hi, Everyone. Let's Pitch In 'N' Get Cracking Here In Louisiana Doing Right, Eh? Now Then. Hateful Rich Overbearing Ugly Guys Hurt Royally Everytime Someone Eats A Radish, Carrot, Hors d'oeuvre, And Never Does Dishes. Eventually, Victor Eats Lunch Over Peoria Mit Ein Neuesberger Tod".
[The beginning of the title sequence has the words 'Presents' in very tiny letters.]
Mike: Oh boy... The size of the word "PRESENTS" makes me think they're a little sheepish about it!
[The very long title 'The Incredibly Strange Creatures Who Stopped Living and Became Mixed Up Zombies' appears.]
Servo: Hmmm... Title has appendices!
Crow: You know I saw the sequel to this: TISCWSLABMUZ 2!
[The opening credits show a man's face decaying into a zombie's face.]
Mike: The shroud of David Schwimmer.
. . .
Servo: Face is the result of slash and burn shaving.
Mike [as zombie]: You'd tell me if my face was disintegrating, right?
Servo: He's turning into a brisket.
Crow: It's a portrait of Bob Dole's inner child.
. . .
Crow: He's turning into a seed sculpture from the state fair.
. . .
Crow: Tom Petty in the morning.
. . .
Crow: You know, seaweed makes a perfectly acceptable toupee.
[Cut to a toy clown laughing.]
Mike: Ah, good old-fashioned nightmare fuel.
[On the music in the opening credits]
Crow: The organ has emphysema.
. . .
Mike: Come hear [credited as music] Libby Quinn play the organ with her feet.
Servo[singing to the "Libby's, Libby's, Libby's on the Label, Label, Label" jingle] If it says Libby's, Libby's, Libby's, in the credits, credits, credits, you won't like it, like it, like it...
Mike: The music's gonna break into "Chest Fever" any minute.
[Lounging with friend Harold, Jerry rejects the idea of work.]
Jerry: The world's… here to be enjoyed, not to make you depressed. That's what work does, Harold—it makes you feel... depressed.
MikeGoofus and Gallant, the movie.
Jerry: How's college?
Madison: Fine. You should try it some time.
Jerry: No thanks. The world's my college.
Crow: He's taking it pass-fail.
[After Jerry seems hard pressed to get his fortune told; Harold makes a sarcastic jab at him.]
Harold: I think you "clouded up" her crystal ball!
Estrella: Clouds affect only the clown!
Crow: It is "Clown Law!'
[As the barker continues to show off the exotic dancers, shots from a nearby shooting gallery are loudly heard.]
Crow: Shots ring out, but the people of Bosnia bravely go on with their peep shows!
[The exotic dancers take to the stage and their rather conservative apparel leaves the overall erotic feel in question.]
Mike: You know the 14 year olds who snuck in with fake I.D.s have to be feeling profoundly ripped off at this point.
[Zebra-striped dancers move in formation to a oddly "Silent Night"-like tune.]
Mike: Hair-trigger precision. They're like the Blue Angels of dancing.
Servo: Yeah, one wrong move and they all crash.
[The singer and dancers are performing "Shook Out of Shape". Mike and the Bots sing their own words.]
Mike [as Singer]: First blade lifts, the second one cuts. You get your…
Mike, Crow [as Chorus]: Schick out of shape!
Servo: Now, everybody—shave!
[Confused, acid-scarred Jerry is being tossed around in the surf.]
Servo: [You know] how some movies inspire you to make your own movie? This one inspires me to make my own gravy.
[Jerry and Harold discuss Jerry's girlfriend's mother]
Jerry: Her mother doesn't like anything. Especially me.
Harold: Well, if you get a job or something, she might change her mind, you know?
Jerry[shocked] Job?
Servo [as Jerry]: I'm a respected neurosurgeon!
[During the final pull-back]
Crow: We've hope you've enjoyed... No-Moral Theater!
[After seeing who played Madison]
Mike: Madison is, Madison.

Video Release