The film opens with a man called Doom-Head (Richard Brake). He talks directly to the camera and says that although his face is painted like a clown, he is not here for your amusement. He is being paid to do what he does best: killing. We see that he is talking to a priest (Daniel Roebuck). Doom-Head goes on to talk about how a cockroach can live up for many hours without a head and says that this fact fascinates him. The priest is tied up and bloodied. The priest asks about where his (the priest's) wife is. Doom-Head says that a couple of fellas took a fancy to her and that she'll be sticking around for a while. The priest tries to plead for his life, but Doom-Head grabs an ax. Doom-Head apologizes about the ax being dull and says that it'll probably take an extra couple of whacks to kill him. He stabs the priest with the ax twice and kills him. Doom-Head walks out of the room.
Cue opening titles.
On October 31, 1976, a group of carnival workers, including Charly (Sheri Moon Zombie), Venus (Meg Foster), Roscoe (Jeff Daniel Phillips), Panda (Lawrence Hilton-Jacobs) and Levon (Kevin Jackson) stop at a gas station after their RV runs out of gas. There, they meet the profane gas station attendant, Lucky Leo (Tracey Walter). He admires Charly as she comes out of the RV. He makes an advance towards her and she playfully talks to him.
As the men are filling up the RV with gas, a woman (E.G. Daily) approaches and talks to Roscoe. She talks to him about hunting, apparently trying to figure out if they have any weapons in the RV. He jokingly tells her that all they have is a single shotgun that they use for propping out the door. But, he tells her that he'll use his "guns" (his arms) if they get into a jam. She tells him that she has to go and eat some spinach.
That night, as they're driving, the group comes across some scarecrows in the middle of the road, blocking them. Three of them get out to move the scarecrows, but it turns out that the scarecrows are a distraction as men with painted faces come out and kill all the carnival workers, except Charly, Venus, Roscoe, Panda, and Levon.
They are taken to a compound where they are chained up. A man (Malcolm McDowell) comes out and tells them that, tonight, they are going to play a game called "31". He explains that "31" is war. All the group has to do is to survive the next 12 hours inside the compound, and they will earn their freedom. He further explains that there are six "heads" that are there for the sole purpose of trying to kill them. First up is Sick-Head (Pancho Moler), dressed as a Nazi. The man explains that 31 has begun. The five are placed separately around the compound. They wake up, take the masks off their faces and grab weapons to defend themselves.
Roscoe and Panda find each other and stick together. They walk into a room and discover two dead women with Nazi memorabilia all over the room. Levon finds a knife and walks through the compound. He comes to a locked gate and sees Sick-Head with a costumed rabbit's face on. Levon threatens Sick-Head and tells him to let him out, but Sick-Head mocks him.
Elsewhere, Charly is shown hiding in a bathroom stall with a bat. Sick-Head comes into the bathroom and taunts her, saying he will bash her head. She looks down at the floor of the stall, and Sick-Head suddenly appears at the door. He leaves her alone for a little bit, drawing out the tension. She waits for him to come back, but Levon appears. Sick-Head surprises Levon and stabs him multiple times in the back and the shoulder. Charly grabs her bat and whacks Sick-Head in the face. She tends to Levon, but Sick-Head wakes up and tries to kill her. She lures him out of the room and into the hallway. She gets past a doorway, but Sick-Head locks her out and tells her that he's going back to kill Levon and that she needs to run now because he'll be coming for her afterward. She goes to hide.
A voice comes on the PA system and tells the five that there are only 10 hours and 43 minutes left until the game is over and that anything can still happen. Sick-Head comes back to kill Levon. He taunts Levon. Levon tells Sick-Head to get it over with and kill him. Both men shout and Sick-Head lunges at Levon, killing him off-screen.
Sick-Head comes to kill Charly. She locks herself in a cage and Sick-Head tries to get in to kill her. He eventually gets the door open and drags her out of the cage. Before he can kill her, Venus appears and hits him in the head with a wooden post that has nails on it. He falls to the floor, seemingly dead. He eventually reawakens, but Charly grabs one of his knives and proceeds to stab him multiple times. She stops, goes and grabs the baseball bat and hits him in the face with it.
The remaining four are able to re-group. On the PA system, the leader tells the group to come over and enjoy some exquisite dining. The group walks into a room with a large dining table in the center. The group sees that the table has a lot of meat on the plates. Roscoe is weary of eating the food, sensing that it could have poison in it. Panda decides to eat because he is starving. Panda tells the others that he is going to survive because he is choosing to eat. Roscoe eventually gives in too and eats the food. Panda asks Charly about what she is thinking, and Charly tells him that they are going to need better weapons if they are going to survive.
Roscoe asks the group if they remember hearing about that church group that went missing last year. Venus says that she remembers hearing about that and how the pastor's body (implied to be the priest from the beginning of the film) was found a few days ago. Charly looks underneath the tablecloth and tells Roscoe and Panda to stop eating. She takes the cloth out and underneath is Levon's dead body with pieces of flesh removed from him. The meat that Roscoe and Panda are eating are from Levon's dead body. Roscoe spits and eventually vomits it out and Panda freezes in shock.
The leader comes back on the PA system and tells them that he hopes that they enjoyed their protein-enriched nourishments. He tells them that they are now nine hours left in the game and to welcome the next "heads" to join the game: Psycho-Head (Lew Temple) and his brother, Schizo-Head (David Ury). Both heads appear with chainsaws in hand. The remaining four run into the compound.
They come across a room made up to look like a carnival. They don't see anyone else around, but they find a woman under a sheet. She's lying on top of a mattress and is being tied down with barbed wire. She is still alive. Venus asks the woman what her name is, and the woman replies, "Georgina": the priest's wife that was mentioned in the opening scene. Panda and Roscoe don't trust the woman, but Charly and Venus want to let her go. The four hear Psycho-Head and Schizo-Head's chainsaws in the distance, knowing that they are coming to kill them. Roscoe believes that Georgina alerted the others to where they are.
Panda and Charly look around the room for anything that can be used as a makeshift weapon. Panda is able to pry a pipe off from the wall. Suddenly, gates come slamming down around the room, locking Panda and Charly out. One of the brothers appears, and Charly & Panda fight him, both having to avoid him and his swinging chainsaw attacks. The other brother appears in the room with Roscoe, Venus, and Georgina. Georgina is killed by the second brother's chainsaw. During the attack, Venus gets sliced in the stomach by a chainsaw and Roscoe gets part of his ear bitten off. The brother that Roscoe and Venus fights, ends up falling stomach-first onto his own chainsaw and is sawed in half. Panda and Charly get the upper hand on the other brother and, after hearing him plead for his life, Panda decapitates him with the chainsaw. The gates open up, and the four reunite.
With seven hours left, Charly tends to Roscoe's wounds. The leader comes on to the PA system and announces the odds on each of the remaining members: Panda (40 to 1), Venus (300 to 1), Roscoe (1 million to 1) and Charly (300 to 1). He announces that Sex-Head (revealed to be the woman that approached Roscoe at the gas station) and Death-Head (Torsten Voges) are on their way. When they hear the two on their way, Panda, Venus & Charly get ready. Charly tells Roscoe to hide since he's badly wounded. The three see Death-Head approaching from a distance. Panda tells Charly & Venus that he is going to go around and surprise Death-Head from behind, and Charly & Venus are to create a distraction so that Panda can get the upper hand on him. Meanwhile, Roscoe decides he's going to help.
Charly & Venus start making loud noises and attract the attention of Death-Head as Panda comes up behind him. However, as soon as he's about to kill him, Sex-Head (on a catwalk above everyone) warns Death-Head, and he deflects Panda's attack. Death-Head gets the drop on Panda, but before he's able to kill him, Venus and Charly come to Panda's aid.
Roscoe, with a crowbar in hand, is making his way to where the others are. Sex-Head appears behind him. She whacks him with a steel chain, sending him to the floor. Roscoe says that he remembers her, and she stabs him in the leg twice. She is about to stab him again, but he grabs her hand and struggles with her for the knife. Charly comes up behind Sex-Head and grabs her. Venus and Panda are still fighting with Death-Head. Death-Head stabs Panda in the stomach, mortally wounding him. Charly appears with a knife to Sex-Head's throat and tells him to stop. He relents and Venus smacks Death-Head in the leg with the nail stick. She proceeds to kill him, and Charly slits Sex-Head's throat, as Panda dies.
The main leader talks with two other "aristocrats" about what to do next. He says that the only one that can probably close the deal is Doom-Head. Charly, Venus, and Roscoe are now waiting out the rest of the time as California Dreamin' by the Mamas and the Papas plays on the PA system. Elsewhere, Doom-Head is brought in. Doom-Head asks what he's dealing with and a man tells him that there're 4 hours and 37 minutes left in the game and Doom-Head tells him that he can kill that man's whole family in that length of time. Doom-Head goes into a room, puts on a tape of Beethoven and paints his face white for the game. He looks at himself in a mirror and repeatedly tells himself that he's not crazy, but that he's in control. He then repeatedly punches himself in the face until blood is all over his mouth and nose. He walks out of the room and says "Murder is now in session."
Venus falls asleep and has a nightmare that Psycho-Head & Schizo-Head are there taunting them and eventually kill them. She wakes up and Roscoe comforts her in his arms. Venus asks Roscoe where Charly is and he tells her that Charly went out to look around for what she can find. Venus says that he's an idiot and goes to look for her. Venus walks into a room, looking for Charly, and gets locked in. Doom-Head appears in the room and stabs her in the back. She pleads with him to spare Charly & Roscoe, but, this further angers him and he stabs her a second time, this time in the stomach. He stabs her a third time, this time driving the knife up her stomach as if to disembowel her.
Charly and Roscoe find each other, as the leader announces that there are three hours left in the game. Charly and Roscoe press on and eventually come across Venus' dead body. There, Doom-Head appears and begins clapping. He says that in war, the victorious warriors win first then go to battle, while the defeated warriors go to war first then seek to win. He asks them what they are. He says that he's a peaceful man of war and that he will give them some time as a head start. He also tells them that the doors to the outside world are open and that they are free to wander the grounds. Charly & Roscoe make their way outside and make it to a tunnel shaft, but Roscoe says that he's not going to make it. He tells Charly to go on without him. He looks and sees Doom-Head approaching from a distance. He has her go as he prepares to fight Doom-Head. Doom-Head takes off his suit, his shirt and takes out two knives. He charges at Roscoe. Roscoe swings his crowbar at Doom-Head, but misses. Doom-Head proceeds to stab Roscoe multiple times, killing him. Doom-Head makes his way over the tunnel shaft.
Some time later, Charly makes her way through the tunnel where she comes across the end of it. She is relieved to see daylight. She stops and is happy that she has made it. She comes across a road and walks along it. She sees a house and goes to it. She comes to the door and goes inside. The house is abandoned, except for a model of a carnival in one of the rooms. Doom-Head appears behind her and smacks her in the face.
He explains that moments of great accomplishment should be celebrated. He takes out a cigar and lights it. Charly looks up at him as he smokes it. He tells her that someone once said: "with smoking, times of rest are a great companion to a solitary soldier." He asks her if she knows who said that. She looks at him and begins quietly laughing. She asks him if it looks like she cares. He tells her to look into the eyes of a true champion as he begins strangling her. He lets go, all of a sudden, to let her catch her breath. He pulls out a knife and is about to kill her.
Suddenly, on the PA system, a voice says "Weapons down!", signaling the end of the game. Doom-Head gets angry as it means he won't be able to kill Charly. He gets up and walks out of the house. We hear, in a voiceover, a conversation between the main leader and one of the aristocrats. He says that the unthinkable has happened: that there is a winner. She asks him what is he going to do with Charly, to which he replies, "I'll have to get back to you on that." He thanks her for another exciting year of 31.
Charly is showing walking down the road, all bloodied. A van is seen approaching behind her. It stops, and a man gets out. It's Doom-Head. He walks up behind Charly. She stops and turns around to face him. He looks at her and begins clinching his fists. He grabs a pair of knives and looks at her. He begins flashing a great big smile. Charly continues to look at him as the film ends.
*CUT TO THE CHASE*
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Five carnival workers are forced into playing a game called "31", where the object is to survive until dawn. The last one, Charly, makes it until dawn. As she is walking down the road, the final killer (Richard Brake) is seen walking up to her, apparently not caring about the fact that the game is over. All that's on his mind is killing her. They both stare at each other, as the film ends.
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