CarnEvil 3 is a 2005 horror/thriller film featuring the "Casualty Busters", who are sent on yet another mission. The film is set six years after the events of the second film, and marks the debut of two new agents. For this mission, the agents must find the Umlaut jester skull from on top of the Tokkentakker gravestone that was featured in the first fim. The jester skull was stolen by a group of people that witnessed the events of the first film and wanted the jester skull destroyed. The team knew that if anyone were to travel around with that dangerous prop, it could lead to horrendous circumstances, and could cause destruction that could pose as an extremely dangerous threat to the public. The group of vigilante people place the jester skull on a wooden block and one person prepares to cut it in half with an axe. But before he attempts to do so, he places a quarter inside the jester's mouth to prove Umlaut worthless. But as a result of this foolish action, Umlaut comes to life, hovers over the group of people, and then grabs the axe away and uses it to cut off the axe person's head. Umlaut then spits out some evil tar, which causes carnival related people to grow out of the ground and kill the remaining group members, as Umlaut plants himself on the axe person's decapitated body and gets full control of it. Umlaut and his evil carnvial crew members take off and decide to create a "blood trail", which involves killing random people ranging between Greely Valley, Iowa and San Diego, California. And that once they get to San Diego, they would take over the entire United States and make it one big carnival of evil. The killer carnival plague eventually reach Las Vegas, Nevada, where they jump on a train while armed with stolen firearms, axes, and a series of miscellaneous weapons. Once there, they kill the engineer by chopping him to death using an axe before taking all of the passengers on the train hostage. As soon as the casualty busters arrive at the scene, Umlaut gets the train moving and heads for San Diego. Police, F.B.I., and SWAT agents are dispatched to the scene and begin to pursue the moving locomotive in attempt to eliminate or apprehend the enemy and rescue the hostages inside the passenger cars. The train eventually stops when it colides with another locomotive on the same exact track. Umlaut and his carnival henchmen escape, and some of them along with Umlaut hijack a van and take off as the Casualty Busters pursue them. The rest of the carnival crew members get into a shootout with police that leads to a bloodbath with a positive outcome that includes the evil carnies getting killed. Umlaut and his remaining crew members take refuge inside a local Denny's diner by dashing into the restaurant building as the agents chase them. When inside, Umlaut attacks and kills the waitress that was about to seat them by savagely chopping her head off with an axe, causing terror and panic inside the diner restaurant. As the Casualty Busters burst in through the doors, a fight breaks out between the evil carnival crew members and the Casualty Busters. It ends with the deadly carnival crew members eliminated by the agents. And with Johnny firing the last bullet at Umlaut, causing his head to melt and shatter off like broken glass before turning back into stone, which is later burned and destroyed. The film ends with the Casualty Busters being rewarded for their heroic acts. A light gun arcade game adaption was developed by Midway Games and was released for the arcade only in Late 2005.