Toulon runs a puppet theatre in the heart of Paris and meets the sorcerer (the mysterious Afzel). When his life is saved by the lovely Swiss Ambassador's daughter Ilsa, we bear witness to the origin of the Puppet Master.

Peter Hertz tells a woman the past stories about the puppets, but she secretly wants to kill them.

A federal agent, Kate Parker arrives in a small rural town to extradite Claire Scott, a young woman suspected of murdering a government scientist. Kate is prevented from delivering her prisoner as the mysterious John Lawson, a rouge agent, now selling classified information on the black market, wants what Claire has - a deadly biological formula. Claire, unaware that she has it, proclaims her innocence, and together with Kate, must escape from Lawson and his two seasoned assassins Mr. and Mrs. Jones. Harry Eden, a CIA operative and Kate's former lover, is dropped into the equation to help Kate but ultimately might lead to her demise as a deadly game of cat-and-mouse is played to its extreme.