As Zipper's Clown Palace (a strip bar) closes, Neil wanders in and decides to hold the dancers, bartender, and remaining customers hostage. He torments them with little tasks he wants performed, playing on their weaknesses and relying on his gun for intimidation. Eventually the hostages begin formulating plans to thwart his control. Meanwhile, two policemen are observing the outside of the strip joint, realizing that something's wrong and trying to decide if it's worth ruining their buzz to intervene.
| Directing | Dan Golden | Director |
| Writing | Duane Whitaker | Writer |
| Production | Duane Whitaker | Associate Producer |
| Production | Mike Elliott | Executive Producer |
| Production | Michael Edwin | Producer |
| Production | Patricia Harrington | Executive Producer |
| Sound | Tim Wynn | Music |
| Camera | Andrea V. Rossotto | Director of Photography |
| Art | Aaron Osborne | Production Design |
| Art | Kathleen Flanagan | Art Direction |
| Costume & Make-Up | Esther Lee | Costume Design |
| Costume & Make-Up | Eva Marie Denst | Key Makeup Artist |
| Production | Roger Corman | Producer |
| Editing | John Gilbert | Editor |
| Costume & Make-Up | Michael Spezzano | Makeup Artist |
