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Claire Brennen stars as a waitress who leaves the greasy-diner business for the excitement of the carnival. She quickly discovers that she despises freaks and human oddities.

This is the story of four jewel thieves on the run who decide to hole up with a hillbilly couple until the search for them slackens off.

A group of hippies who live together in a communal apartment are arrested during a peace demonstration. Upon their release, they return home to discuss plans for another demonstration. That evening in a nightclub, the hippies watch as the mother of a young patron, Donna, arrives to take her home, in an effort to remove her from bad company. Sonny, one of the hippie group, passes Donna a note with the address of the communal apartment. Later at the apartment, a young woman experiences a bad LSD trip in which she "gives birth" to a huge egg. Donna arrives and is introduced to LSD during a musical ritual called "Om Pax Om." The next morning the hippies sell newspapers on a street corner. That evening Sonny and Donna go walking and encounter a gangster drug dealer and his friends, who proceed to beat up Sonny for refusing to become a dealer. The next day, after the second peace demonstration, the pushers wait in the alley for Sonny, and when he appears, they shoot at him but accidentally hit Donna instead. The group conducts a solemn procession through the streets carrying Donna's body.