Once a smug former child star, Ricky Coogin (Winter) is now the unfortunate face of a shady megacorporation pushing questionable products in South America. But when Ricky and his misfit companions — the endlessly weird Ernie and idealistic Julie — take a wrong turn, they find themselves at a derelict roadside freak show run by the mad scientist/showman Elijah C. Skuggs (Randy Quaid). Skuggs doesn’t just run the show — he makes it. Using a volatile chemical blend and a flair for the grotesque, he transforms poor Ricky and friends into full-blown human oddities, adding them to his gallery of bizarre attractions.

Enter the sideshow crew: a sock-faced philosopher, a walking cow-man hybrid, a talking eyeball, and a mustachioed bearded lady (an incredible supporting cast including John Hawkes, William Sadler, Mr. T, Brooke Shields, Bobcat Goldthwait, Megan Ward, Morgan Fairchild, Michael Stoyanov, and Winter's old pal Reeves in an uncredited and unrecognizable turn as Ortiz the dog boy. Woof!). Together, they plot to overthrow Skuggs before they’re trapped in the tent forever!