We were up at "the top of the world" and we saw this shooting star and we decided to go look for it. But instead of finding the shooting star we saw this... this circus tent. And that's when we went inside, and that is when we saw those people in those... those pink, cotton candy cocoons. Dave, it was not a circus tent. It was something else.
Friday night in suburbia - delinquent teenagers are on the prowl and cops patrol the streets looking for the first sign of trouble. Up at the local make-out spot, a comet streaks across the sky, seemingly landing just over the next hill. In addition to catching the attention of the horny kids in their steamy cars, a local farmer takes note and heads in to the woods to find the crash site - positive that the local news will pay him handsomely for the meteor. What he finds in the woods is a giant, glowing bigtop circus tent - but oddly, one with no doors and no ticketbooth. Not long after, his dog goes missing, and while looking for where it went, he bumps in to a clown.
A Killer Clown, armed with a ray gun. He opens fire on the farmer, and that is presumably the last we hear of him.
Back in town, Officer Kurt Mooney brings in a couple of college kids caught for being intoxicated in public. Despite clearly being within the right of the law, Mooney is convinced that "scum like them" is what's contributing to the downfall of society, and attempts to rough them up a little before being stopped by Officer Dave. Clearly, Mooney and Dave do not see eye to eye. Despite Dave's protest, Mooney throws them in the lockup anyway.
Elsewhere, a couple more college kids are also chasing the meteor. After a roadblock halts their progress, they're forced to hike the rest of the distance on foot. After stumbling through the woods, half-drunk, they happen upon the same circus tent that claimed the farmer. Mike is clearly intrigued, but Debbie is clearly creeped out by the apparently abandoned tent. Still, Mike coaxes her inside and together they explore what appears to be some sort of crazy, high-tech funhouse. After finding some sort of energy core, Debbie is convinced that they aren't in a fun house at all - they're actually inside some kind of spaceship. As a shadowy figure approaches, the pair are forced to delve deeper inside. As it turns out, the next room they enter appears to be some sort of cotton candy factory - giant wads of the sweet substance hang from racks like giant, pink rabbits feet. Though Mike is clearly enjoying seeing the sights, Debbie is less convinced that they aren't in danger. Mike, in an effort to prove that there's no problem, tears off a piece of cotton candy with the intent of eating it - to discovered the bloodied corpse of the farmer stored inside. Before they have time to react, the door they entered from swings open, and in steps a seven foot tall killer clown with another giant wad of cotton candy to hang on the rack. Their attempts to hide are futile - in Mike's astonishment at what he's witnessing, he drops his flashlight. They narrowly make their escape, as the evil clown picks up a giant popcorn rifle. Mike and Debbie leap out of the tent as a shower of sticky popcorn covers their bodies. The clowns aren't far behind, tracking them through the woods with a balloon animal dog. They hop in their truck and floor it, bowling over several evil clowns on their down the road. As they discuss whether or not to go to the police, the evil clowns make their way in to town.
Debbie rushes in to the Police Station, demanding help from Officer Dave. Dave, being Debbie's Ex-Boyfriend agrees to hear their story out - but Officer Mooney recognizes Mike. Mike, as it turns out, runs with the Terenzi Brothers, a bumbling pair of morons who roll around in an ice cream truck, constantly trying to scam people in to buying their frozen goods. That's all Mooney needs to hear to be convinced that Mike and Debbie's story about killer clowns from outer space is nothing more than another hair-brained scheme by the Terenzi Brothers. Still, despite Mooney's lampooning, Officer Dave takes them out to a patrol car and agrees to go check it out. After dropping Debbie off at home, Mike and Dave make their way out in to the woods in search of the bigtop space ship. To Mike's surprise, it's gone - all that's left is a big crater. Dave, obviously feeling like an idiot for believing in this stupid story, cuffs Mike and heads back to the station.
Meanwhile, the clowns wreak havoc in the city, capturing and cocooning several new victims. On the way back to the station, Dave and Mike spy a string of abandoned cars by the side of the road. Beer, clothes, and other debris are scattered everywhere. Dave pulls open one of the abandoned cars to find the interior coated in a sticky, pink cotton candy substance - with nothing else inside but a lonely pair of cracked glasses. Begrudgingly, Dave takes the cuffs off of Mike, and admits there might be something strange going on here. Back at the station, Mooney takes a call from a distressed woman about a pair of clowns terrorizing her. Mooney, thinking he's dealing with the Terenzi Brothers, hangs up on the woman and pours a glass of whiskey. The phone rings again - this time from a convenience store clerk; clowns are making a mess of his store. Seconds later, another phone rings, this time from a husband rambling on about clowns abducting his wife. Rather than taking logical steps and investigating, Mooney simply figures that the Terenzi Brothers have the whole town in on their "prank", and hangs up the phone for good.
On their way to the station to formulate a plan on what to do next, Mike and Dave witness one of the killer clowns making shadow puppets - after wowing a crowd of on-lookers with a rabbit and a dancing woman, he makes the shape of a monster which promptly swallows them all whole. Mike grabs hold of the wheel and floors it in an attempt to ram the cop car in to the clown - but he jumps straight up in to the sky, effectively disappearing. The pair radio to Mooney, demanding he contact the state police and call for backup. Mooney, convinced that now Dave too is in on the "prank" in an effort to get him to resign, turns the CB radio off. As Dave resolves to head down to the station and force Mooney to contact the state police, the Terenzi Brothers careen by, chasing their runaway ice cream truck. Mike catches up with them, intending on using its loudspeaker as a way to warn people about the killer clowns. The Terenzi Brothers obviously don't believe his story, but they agree to drop him off at Debbie's house to make sure she's okay.
At the station, Mooney laughs over a table full of ringing telephones at his apparent victory over the Terenzi brothers' prank. He lights a celebratory cigar, but as he does, a clown strolls in. Mooney bristles at the opportunity to show "the Terenzi Brothers" what he's made of. The clown offers Mooney a bouquet of flowers - and as he leans in to smell them, they spray him with water. Obviously, for Officer Mooney, playtime is over. He cuffs the clown, and attempts to haul him off to a jail cell - only the clowns hands detach, cuffs and all. Mooney, furious, watches the clown dance his way across the room and through the door leading to the jail. He enters to find the clown standing infront of the jail cell. Unlocking the door, Mooney demands that the clown "get in", and complying with his wishes, the clown comically waddles his way in to the cell. While his back is turned, Mooney brandishes a flashlight and attempts to beat the clown in the back of the head - but he's instead met with a dull "thud". The clown spins his head around, 180 degrees, now scowling at Mooney. Frightened, the officer swings the cell door shut and locks it - declaring that before the night is over, that Clown will be "begging for mercy". In response, the killer clown pulls out a noise-maker, which quickly extends through the bars to form a hand that chokes Officer Mooney and bashes his head against the jail cell door. He's out cold.
Mooney and the Clown face off.
Debbie, able to do nothing more than lock her doors and hope for the best, decides to take a shower. As she sheds her popcorn-covered clothes and stuffs them in the hamper, the popcorn itself begins to move. As it turns out, the popcorn kernels are actually seeds for something far more deadly - and it's alive. Back at the precinct, Officer Dave discovers giant clown shoe prints all over the floor - and eventually the walls. Making his way to the jail, he discovers the two college kids encased in cotton candy. He turns to leave; only to find the clown responsible for all of this sitting at Mooney's desk. Dave watches in awe as the clown pulls Officer Mooney up from the floor, speaking through him apparently using ventriloquism.
"Don't worry, Dave." says Mooney, in a twisted voice. "All we want to do is kill you."
The clown removes his now-bloody hand from Mooney's back and pushes him off to the side. The clown stands, and with his incredible strength, pushes the heavy steel desks to the side of the room. Dave opens fire, but it does nothing to stop the creature. Taking a moment to collect himself, Dave instead aims for the Clown's head - and by chance strikes his big red nose, which pops like a balloon in a shower of confetti. The clown screeches, and writhes, clearly in pain. He begins to spin, faster and faster, quickly becoming nothing but a blur of light and sound - before exploding in a huge fireball. Wasting no time, Dave radios state police and demands back up. Though obviously confused, they agree to come and help.
As Mike and the Terenzi Brothers make their way to Debbie's house, they come across a parade of evil clowns. Killer clowns inside houses along the street throw cocoons out windows, and another clown, driving a giant parade float shaped like a vacuum, collects the entrapped victims. Whatever the Terenzi Brothers believed before, they now believe the Killer Clowns are real. Debbie, on the other hand, now out of the shower, discovers what happened to the popcorn on her clothes: It has transformed in to demonic clown snakes, that spring out of her hamper, her medicine cabinet, and even out of her toilet. She barely escapes the bathroom with her life, when Mike knocks on the door. She pulls it open to discover it was actually a killer Clown, masking his voice to sound like Mike. She slams the door on him and heads for the window, but the Clowns are outside waiting for her there, too. With nowhere else to go, she backs away from the window - but the Clowns are inside the house! They corner her and shoot her with one of their ray guns; but instead of encasing her in Cotton Candy, this gun traps her in a giant balloon. As the real Mike pulls up with the Terenzi Brothers, a killer Clown attaches the balloon to the bumper of his clown car and speeds away. The Terenzi Brothers give chase in their ice cream truck. Given that it is only an ice cream truck, though, the clown car quickly pulls ahead. When the Terenzi Brothers hear a cop car behind them, they slam on the brakes - causing the cop car to smash in to them. It turns out that Dave, on his way to see Debbie, saw the Ice Cream truck chasing the clown car and was going to give them a hand. Now, with his cop car totaled, Dave is forced to commandeer the Terenzi Brothers' truck. Though they may have lost the clown car, Dave thinks he knows where they went: The abandoned amusement park.
Sure enough, the abandoned amusement park's funhouse leads directly in to the Killer Clown's space ship. As Mike, Dave, and the Terenzi Brothers discuss what these Clowns might actually be and why they've chosen to terrorize earth, the Terenzis fall down a trap door and land in a giant ballpit next to two lady clowns with giant breasts. Figuring the Terenzi Brothers can fend for themselves, Mike and Dave push deeper in to the funhouse, until eventually, Mike begins to recognize where they are. They make their way to the cotton candy storage to discover the clowns have captured hundreds, if not thousands of people - maybe even the whole town. Wall to wall, floor to ceiling, nothing but cotton candy. Before long, one of the killer clowns wanders in to the storage, forcing Mike and Dave to take cover. He surveys the room, smelling the cocoons and checking to see if they're "ripe". Finding one he's satisfied with, he pulls out a bendy straw and sticks one end in to the cotton candy and begins to drink the victim's blood. When he's had his fill, he removes the straw, burps, and leaves the store room. Once again alone, Mike and Dave resume their search for Debbie, and upon finding the balloon she's in, they free her. As they make their way to the elevator, more Clowns enter the room, now armed with guns. Dave opens fire, shooting them in the nose, but it's clear they can't get out the way they came in - there's simply too many of them. Taking another elevator, they come upon a fire pole. Nowhere to go but down, they find themselves lost in the maze-like funhouse interior of the space ship. Doors lead to smaller doors, and the clowns are hot in their trail.
Now surrounded by killer clowns on all sides, things are looking really bad. Suddenly, an ice cream truck smashes through the wall - it's the Terenzi brothers! In a commanding tone, one of the brothers informs all of the other clowns that he is Jojo the Great, leader of all Clowns. "You will obey," his voice booms, seemingly echoing from the giant mascot Clown head on the roof of the truck. The killer clowns are mesmerized - and, as they have been told to do, they let them go. Everybody piles in to the Terenzi's truck, but it's having trouble starting. Slowly, the clowns begin to see through the farce - and begin to creep towards the truck. But something's wrong. The clowns aren't creeping towards the truck. They're leaving. From a hole in the ceiling lowers the REAL leader of the clowns; a giant, demonic marionette. He roars to life, tearing down the strings he was lowered in on. He storms the truck, mauling it, until he eventually picks it up and throws it across the room. As it smashes in to the wall, it violently explodes. The Terenzi Brothers are dead. Fortunately, Mike, Dave, and Debbie had the sense to run for cover. As the giant monster turns its attention towards them, Dave demands that Mike and Debbie make a run for it while he distracts the creature. Now alone with the beast, Dave does his best to shoot it in the nose like he did with the other clowns. It's not working. Out of bullets and out of options, Dave is captured by the monster.
Outside, Mike and Debbie witness the circus tent begin to glow a brilliant yellow. Spinning like a giant top, it lifts off from the abandoned amusement park - just as the state police arrive. Inside, as the Giant Monster Clown lifts Dave to his mouth to eat him, Dave makes a last ditch effort to kill the creature - grabbing his police badge, he pops the monster's nose with the pin. Instantly, it drops him before exploding. With the Monster Clown dead, the whole bigtop goes up in a massive explosion of fireworks that fill the sky. The state police look on, awe struck, as a clown car drops infront of them - the only surviving piece of wreckage. The door opens, and Dave stumbles out, coughing and weakened - with the Terenzi Brothers in tow. Apparently, the Terenzi Brothers survived the explosion by hiding out in the freezer with the ice cream. All of the clowns apparently dead, it rains confetti on our victorious heroes...