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Just outside the town of Crescent Cove, Mike Tobacco and his girlfriend Debbie Stone are parked with other couples at the local lovers’ lane when they spot a strange glowing object falling to Earth. Nearby, farmer Gene Green also spies the object, and believing it to be Halley’s Comet, he ventures into the woods to find the impact site. He instead stumbles upon a large circus tentlike structure, and he and his dog are captured by mysterious clownish aliens, the “Klowns”. Shortly thereafter, Mike and Debbie arrive to investigate for themselves. Entering the structure, they discover a complex interior with elevators and various bizarre rooms. They soon find a gelatinized Green encased in a cotton candy-like cocoon and are spotted by a klown, who shoots popcorn at them from a large gun. The couple flees, pursued by the klown and another one who uses a living balloon dog to chase after them.

Narrowly escaping, Mike and Debbie travel to the police station to report the incident to Debbie’s ex-boyfriend, Deputy Dave Hanson, and his curmudgeonly partner, Deputy Curtis Mooney. The skeptical Mooney believes the story to be a hoax. After taking Debbie home, Mike and Dave return to the woods, only to find the circus tent has vanished, leaving a large crater in its place. They then travel to the lovers’ lane, only to find all the cars abandoned and covered in a cotton candy-like substance. Back in town, the klowns arrive and begin capturing townspeople in cocoons using rayguns that resemble toys. Several klowns perform pranks and mock circus acts, all resulting in the deaths of several onlookers

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