In a small suburban town, a group of high school students--Mark Loftmore (Zach Galligan), China Webster (Michelle Johnson (actress)), Sarah Brightman (Deborah Foreman), Gemma (Clare Carey), James (Eric Brown (actor)) 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 worlds, as depicted by the waxwork 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 werewolf. The son fails and is torn in two, while the hunter shoots the werewolf, then shoots Tony as he begins to transform into a werewolf. China is sent to a Gothic architecture 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 waxwork 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 (actor)) 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 waxworks. As Mark and Roberts leave the museum, Mark recognizes Lincoln.