Dr. Leopold really has a lot of free time on his hands. Somehow in between bong hits he devised through twisted logic that he can dominate the world with fish. Exactly how humanity is going to be conquered by animals that can't survive on land isn't really hashed out. He had an idea and the mad doctor is running with it. At least he maintains a detailed itinerary that keep his looniness on schedule. Dr. Leopold, with some help from "the weed of deceit", turns into a catfish monster that more resembles one of the aliens from "Pod People". Next on his agenda is a mate to quell his raging fish libido drawing him to spy on an average looking blond woman that apparently lives in a van down by the river. An inept sheriff and his marine biologist assistant? friend? neighbor? Rex investigate a series of dopey fish related incidences by the local yahoos. When they realize that what they are after is a large fish-man-type-thing they try to capture it with the help of a husband and wife team of special "agents" that seem too interested in this case. Boredom aplenty as monster attacks locals, good guys follow, repeat makes this slower than a turtle with no legs encased in cement. At one point the sheriff stumbles upon some hippie vagrants, stops to listen to their dopey song, then like the Pied Piper leads them to jail for protection from the beast. Or maybe he was arresting them for the terrible song that was shamelessly played in its entirety. I do have to say that I was pretty impressed with the underwater shots for such a low budget film. That in itself saved this from getting a one. The incorporation of the various fish themed nature films with Dr. Leopold's inane dialogue dubbed over it just reeks of amateur hour film-making. I watched the unedited movie, which I recommend all MST3K fan's should do, on TCM and it really is a chore to watch. Trying to sit through this without the aid of Mike and the Bots quips is a task in itself. Not a fun bad movie but an extremely boring bad movie that could only be help by ingesting large amounts of a certain weed.