After hearing that Andre Toulon's puppets have no strings but rather seem to have a life of their own, Dr. Hess, a Gestapo henchman during WWII, sends the Gestapo to the theatre to kidnap them. During the melee, Toulon's wife Elsa is killed and Toulon is whisked away by the Nazis. However, on the way to headquarters the puppets attack the Gestapo and escape with Toulon. Now Toulon begins to plan his revenge. He creates a new puppet, Six-Shooter, models Blade after a pasty-faced Nazi, and uses Elsa's essence to create Leech Woman. Now Toulon's army is ready to get even and take revenge...

It's World War II Germany and the Nazis, experiencing heavy casualties, are desperate for Toulon's magical potion that brings his amazing puppets to life. When Toulon refuses to cooperate the Gestapo murders his beloved wife. Now it's time for revenge.