Zaat is a 1971 American independent science fiction horror film produced and directed by Don Barton, and co-written by Barton, Lee O. Larew and Ron Kivett. Produced on a $50,000 budget, the film stars Marshall Grauer as a mad scientist who aims to transform himself into a mutation to seek revenge on those who spurned him. Critical reception has been predominantly negative, with criticism directed at the film's script, acting, and poor monster design. Cited as one of the worst films ever made, it gained significant exposure when it was used in an episode of the movie-mocking television series Mystery Science Theater 3000 in May 1999, under its alternate title Blood Waters of Dr. Z. Plot In his laboratory, mad scientist Dr. Kurt Leopold contemplates his former colleagues' derision for his "formula", "ZaAt", a compound that can transform humans into sea creature hybrids. He injects himself with the serum and immerses himself in a tank, emerging as a catfish-like monster. In his new form, Leopold releases walking catfish across the town's lakes and rivers, and releases "Zaat" into the water supply, rendering many of the townspeople ill. All the while, Sheriff Lou Krantz and marine biologist Rex Baker investigate the strange happenings with the local catfish and the waterways. Leopold turns his attention to killing those who mocked his work. He murders former colleague Maxson and his family on a boat, followed by associate Ewing in his home. Leopold returns to the lake where he kidnaps a young female camper. Taking her back to his lab, the doctor straps her in a mesh basket beside the large water tank, with the intention to make her his mate. However, due to her struggling, the equipment malfunctions, and her corpse, partially transformed, is pulled from the tank. Baffled by the deaths, Rex contacts an organization known as INPIT, which sends scientists Martha Walsh and Walker Stevens to the town. Following kidnapping Martha, Leopold heads towards his lab, followed by Walker, who has picked up Leopold's radioactive trail. The doctor arrives at the lab with Martha, where Rex and Lou happen to be searching. A fight ensues and Leopold fatally wounds them. He injects Martha with "Zaat", readies her to be dunked into the tank, and makes his getaway with canisters of the compound. Martha's transformation fails, and she is saved from the tank by a dying Rex, although she appears to be