In a small suburban town, a group of college students—Mark Loftmore (Zach Galligan), China Webster (Michelle Johnson), Sarah Brightman (Deborah Foreman), Gemma (Clare Carey), James (Eric Brown) and Tony (Dana Ashbrook)--visit a mysterious wax museum, resulting from Sarah and China's earlier encounter with a taciturn gentleman (Warner) who claims to own the exhibit and extends them an invitation. There, they encounter several morbid displays, all of which contain stock characters from the horror genre. Tony and China unintentionally enter two separate pocket dimensions, as depicted by the displays, by crossing the exhibition barrier rope. Tony is at a cabin where a werewolf (John Rhys-Davies) attacks him. A hunter and his son arrive and try to kill the creature. The son fails and is torn in half, while the hunter shoots the werewolf, then shoots Tony as he begins to transform. China is sent to a Gothic castle where vampires attack her, and Count Dracula (Miles O'Keeffe) turns her into a vampire. Two of the other students, Mark and Sarah, leave the museum unscathed. Later, Jonathan (Micah Grant), "a college jock", arrives at the wax museum looking for China, but The Phantom of the Opera display gets his attention as David Lincoln (David Warner) walks him into the display. Mark goes to a pair of investigating police detectives. He and Inspector Roberts (Charles McCaughan) meet Lincoln as he lets Roberts investigate the museum. As Mark and Roberts leave, Mark recognizes Lincoln.
Later, Roberts realizes that some of the displays look like some of the other missing people, then comes back to the museum, cuts off a piece of China's face (revealing black tissue underneath), puts it in a bag, and walks into the mummy display; the mummy throws him in the tomb with another undead mummy and a snake. Later, Roberts's partner sneaks into the museum, and gets his neck broken by Junior (Jack David Walker), "a tall butler" Lincoln scolds for killing the partner.
Mark takes Sarah to the attic of his house, where he shows her an old newspaper detailing the murder of his grandfather (which was seen in the prologue); the only suspect was David Lincoln, his chief assistant, whose photograph closely resembles the museum owner. The two then consult the wheelchair-bound Sir Wilfred (Patrick Macnee), a friend of Mark's grandfather, who explains how he and Mark's grandfather collected trinkets from "eighteen of the most evil people who ever lived" and that Lincoln stole the artifacts; Lincoln, having sold his soul to the Devil, wants to bring their previous owners to life by creating some wax effigies and feeding them the souls of victims, a concept taken from Haitian Vodou. Providing all eighteen with a victim would bring about the "voodoo end of the world, when the dead shall rise and consume all things".
On the advice of Sir Wilfred, Mark and Sarah enter the museum at night and douse it with gasoline. However, Sarah is lured into the display of the Marquis de Sade (J. Kenneth Campbell), and Mark is pushed into a zombie display by the museum's two butlers. Mark is approached by a horde of zombies, but finds that if he does not believe in the monsters, then they do not exist and cannot harm him. Mark finds his way out of the display and into the Marquis de Sade display, where he rescues Sarah, while the marquis vows revenge.
Despite Mark and Sarah's attempts to escape, Junior and Lincoln grab Mark and Sarah, pulling them out of sight as Gemma and James return. Gemma gets lured into the Marquis de Sade display, and James attempts to steal something from the zombie display; moments later, the bodies of James and Gemma reappear as wax figures, the displays completed with the figures and their victims reanimating as evil entities. Suddenly, Sir Wilfred and a huge group of armed men, along with Mark's butler Jenkins, arrive, and in the ensuing battle, several waxworks and slayers are killed, including Lincoln's butlers and Mark and Sarah's former friends, now evil. Jenkins consoles Mark by saying the China-vampire he killed wasn't his friend; it just looked like her. Mark duels with the Marquis de Sade, who is finally killed by Sarah with an axe.
The reunited couple are confronted by Lincoln, who dies getting shot by Sir Wilfred and falls in a vat of boiling wax. Sir Wilfred is decapitated by a werewolf as Sarah and Mark manage to escape the burning museum with their lives and begin to walk home, not noticing that the hand from the zombie display is scuttling away from the rubble.
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