Four people go in search of their missing friend. What they find is Slausen's Lost Oasis, and mannequin dressed museum and a seemingly abadoned mansion owned by gentle old Mr. Slausen. He agrees to help with thei car trouble, but some of the girls decide to look for a working phone inside the house even though Mr. Slausen warned them not too. Hidden within the home is Mr. Slausen's misunderstood mask hidden younger brother. What they learn is that the mannaquins seem very much alive, or is there something much more terrifying behind the mask?
Eileen and her boyfriend Woody are driving through the desert. When their car gets a flat tire, Woody goes to find a gas station. Their friends Becky, Jerry, and Molly are traveling separately in a different vehicle. They reach Eileen waiting at the car and they all drive off to collect Woody.
Woody has found a gas station but it appears deserted. He enters the back room but becomes trapped. Various mannequins appear in the room, and multiple objects fly at him until a metal pipe impales and kills him.
The others find a tourist trap and conclude Woody is there. As they drive in, their vehicle mysteriously breaks down. Jerry tries to fix the car and the girls go skinny dipping in a nearby oasis. As they swim, Mr. Slausen—the owner of said tourist trap—appears, holding a shotgun. Though outwardly polite, he also seems embittered by the decline of his tourist trap since the highway was moved away. The nude girls feel awkward in the water as he chats and they apologize for trespassing.
Slausen offers to help Jerry with the car, but insists the group go to his house with him to get his tools. There, they see the tourist trap: animated waxwork figures, including armed bandits. Eileen is curious about a nearby house, but Slausen insists that the women should stay inside the museum. Slausen takes Jerry to fix their car, leaving the women. Eileen leaves to find a phone in the other house. There, she finds several mannequins inside the house. Someone calls her name, and a stranger wearing a grotesque mask suddenly appears behind her. Various items in the room move of their own accord and the scarf Eileen is wearing tightens and strangles her to death.
Slausen returns to Molly and Becky saying that Jerry drove his truck into town. When told that Eileen left, he goes to the house and finds Eileen has been turned into a mannequin. He returns and tells Molly and Becky he did not find Eileen and will leave again to continue the search. The women are frustrated, and later leave the museum to search for Eileen. Becky enters the nearby house and finds a mannequin resembling Eileen. Becky is attacked by the masked killer and then by multiple mannequins. She later wakes up tied up in the basement along with Jerry. Jerry says the killer is Slausen's brother. Also held captive is Tina (Dawn Jeffory), who is strapped to a table. She is killed when the masked man covers her face with plaster, causing her to suffocate. Jerry frees himself and attacks the killer, but is soon overpowered. Jerry tries to reach for a key but the killer telekinetically moves it from his reach.
Molly is still outside and searching for the others. She is soon pursued by the masked man. She meets Slausen, who drives her to the museum and gives her a gun while he goes inside. The masked man appears and Molly shoots, but the gun is loaded with blanks. The man removes the mask, revealing himself to be Slausen. She panics and tries to elude Slausen but is soon captured and restrained to a bed.
Becky and Jerry escape from the basement but get separated. Slausen appears and takes Becky to the museum. There, the Old West figures begin shooting at her. Becky is killed by an Indian Chief figure who throws a knife at her, stabbing her in the back of the head. Back at the house, Jerry arrives to rescue Molly, but he is revealed to have been unknowingly turned into a mannequin. Slausen dances with the figure of his wife, and Molly sees that the wife has become animated. Traumatized, she kills Slausen with an axe.
The next morning, an insane Molly is seen driving away with the mannequin versions of her friends.
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