THE INCREDIBLY STRANGE CREATURES WHO STOPPED LIVING AND BECAME MIXED-UP ZOMBIES!!?

Free-spirited Jerry, his girlfriend Angela, and his buddy Harold head out for a day at a seaside carnival. In one venue, a dance number is performed by Marge, a superstitious alcoholic who drinks before and between shows, and her partner, Bill Ward, for a small audience. Backstage, Marge sees a black cat and, disturbed by its appearance, visits carnival fortune-teller Estrella to find out what it means. In her fortune-telling booth, Estrella predicts death for Marge, who runs out terrified, past Jerry, Angela, and Harold. The three decide to have their fortunes told. Estrella predicts "a death near water" for someone close to Angela.
After leaving Estrella's booth, Jerry sees Estrella's sister Carmelita, a stripper who hypnotizes him with her icy stare, and he is compelled to see her act. Disgusted, Angela leaves the carnival with Harold in tow. After the show, Jerry is tricked backstage into Estrella's room with a note. She uses the opportunity to turn Jerry into a zombie by hypnotizing him with a spiral wheel. Jerry then goes on a violent overnight rampage of which he will have no memory, killing Marge and fatally wounding Bill. The next day, Jerry attempts to strangle his girlfriend Angela as well. It is revealed that Estrella and her henchman Ortega have been turning carnival patrons into zombies by throwing acid into their faces, disfiguring them, and then imprisoning them in her fortune-telling booth.
Jerry, suspicious of his fragmented mental state, confronts Estrella at the carnival. He is hypnotized a second time, and that night stabs a carnival showgirl and barker in the showgirl's home. Returning to Estrella, she throws acid in Jerry's face and attempts to imprison him, only to have her other zombies escape. The zombies immediately kill Estrella, Carmelita, Ortega, and several performers before being shot by police. Jerry, himself partially disfigured but not completely a zombie, escapes the carnival and is pursued to the shoreline, where the police shoot him dead in front of Angela and Harold. Estrella's prediction of "a death near water" for someone close to Angela is fulfilled.

The zombies, escaping Estrella’s control, kill their creators and several performers, while Jerry, partially disfigured, flees to the shoreline and is shot dead by police in front of Angela and Harold.

The climax fulfills the fortune teller's deadly prophecy and brings the carnival's cycle of violence to a close. Estrella’s own machinations backfire dramatically as her creations turn on her, while Jerry’s tragic end underscores the film’s bleak vision of fate and lost innocence. The finale’s chaos and carnage cement its status as a cult oddity, closing the loop on a carnival outing gone fatally awry.