The story is an ero guro reimagining of Naniwa Seiun's eponymous Shōwa period kamishibai about a young flower seller named Midori who is tricked into working for an abusive freak show.

The man's address turns out to be the Red Cat Circus, a freak show where Midori is forced to work as a servant for the disfigured performers who abuse and sexually assault her.

The Red Cat starts to lose money and its owner, Mr. Arashi, hires Masamitsu, an older man with dwarfism who is proficient in Western magic.

Masamitsu takes an immediate liking to Midori and turns her into his assistant and lover, using his magic to protect her from the abuse of the circus troupe.

After fighting with Midori, Masamitsu's powers spiral out of control during a show and temporally cause all audience members to become grotesquely deformed, prompting the police to shut down the Red Cat.

[4] Seiun's play is a Shōwa period melodrama about Midori, a young girl with a bob haircut who starts to sell camellia flowers on the streets to help her mother after her father disappears.

[4] In order to create imagery that would be faithful to the setting of Seiun's kamishibai, Maruo researched different historical materials, such as photo books of Shōwa period Tokyo.

[4] Because of Harada's personal interest in the themes of bullying, the film has a greater emphasis on abuse and prejudice, and displays more graphic violence than its source material.

[6] Due to this, Harada could not find producers to finance the project, so he used his life savings to draw the movie on his own over five years, and therefore the final film consists primarily of paintings and cels held, panned, or zoomed over with music, sound effects, and voice acting.

The film combines live-action and animation and is an adaptation of Suehiro's Maruo manga, with an extended final act inspired by Naniwa Seiun's original kamishibai.

[10] The manga publisher had received complaints about the 1992 anime version, which had increased the graphic violence of the source material, so director Torico promised the production company to tone down its gore.

[10] The film changed the setting of the story from 1938 to the retrofuturistic 2032, in an alternate timeline where the Shōwa period did not end, and gives the characters of Midori and Masamitsu more background and development.

It also includes a new final act inspired by Naniwa Seiun's kamishibai, where Midori briefly becomes a famous actress before the story returns to Maruo's ending.