Long-time film specialty makeup artist Pete Dummond is working on his latest feature film, a horror movie called The Werewolf Meets Frankenstein , creating unique masks for young stars Larry Drake and Tony Mantell when NBN Associate representatives John Nixon and Jeff Clayton arrive. The executives announce their company’s acquisition of the studio and their intention to cease production of the studio’s horror film specialties and instead make musicals, and when Pete suggests that the studio should make both kinds of movies, Nixon and Clayton inform him that he is fired. Later, Pete vows to his assistant Rivero that he will exact revenge against the new studio executives. The following day, Pete concocts a special makeup base, which, he tells Rivero, includes chemicals that will make the wearer receptive to hypnotic suggestion. Rivero listens nervously, but does not interfere. When Larry comes in to makeup for the day’s shoot, Pete applies the special foundation and warns him that the end of the studio’s horror films mean the end of Larry’s career too. Later that day, Nixon and Clayton watch the film dailies of their new musical production. When Nixon remains alone to screen the werewolf film’s dailies, Larry, in full makeup and under Pete’s hypnosis, sneaks in and strangles Nixon to death. When police lieutenant Thompson and his partner, Detective Jones, are puzzled by the medical report that Nixon was clawed and bitten, Clayton demands that the police find out what has happened. That night, studio security guard Monahan stops by the makeup department and tells Pete that he believes Nixon’s murder was an inside job and that he knows details of everyone’s movement on the lot the day of the murder. Anxious, Pete decides he must eliminate Monahan and, with Rivero’s help, makes himself up as a monster. When Monahan makes his rounds later that night, the disguised Pete beats him to death. Discovering that Pete frequently works late at the studio, the detectives question him, but learn nothing. The next day, when Tony comes in to makeup, Pete uses his special foundation and hypnotizes the actor. That evening Clayton is attacked in his garage and killed by Tony wearing his Frankenstein makeup. Upon leaving Clayton’s, Tony runs into Millie, a maid walking home from work. The following day as the newspapers speculate that the studio will be closed because of the murders, Pete informs Rivero they have been summoned to police headquarters and cautions him to say nothing. At the police department, Capt. Hancock questions Pete and Rivero, informing them that Millie’s description of the man fleeing Clayton’s suggests he was wearing a monster mask. When Hancock inquires if Pete’s masks could be duplicated, Pete scoffs. Thompson questions Rivero relentlessly, but he reveals no information even though he is frightened. Later, Thompson discovers that makeup foundation was found under Clayton’s nails and decides to question Pete again. Upon returning to the studio, Pete and Rivero are dismayed to find that the makeup department has already been dismantled and Pete’s equipment packed away. When Larry and Tony come to the department, Pete invites them to his home for a farewell party and the actors hesitantly agree. Thompson and Jones arrive just after Pete and the others depart and upon searching the empty makeup office, discover a jar of Pete’s special foundation in the garbage. At Pete’s home, Larry and Tony are unsettled to discover that the entire house is dedicated to Pete’s monster masks created over his two decades in Hollywood. They become even more alarmed when Pete refers to the masks as his children. When Pete departs for refreshments, Larry and Tony discuss his strange behavior and compare their recent memory loss experiences. In the kitchen, when Rivero admits his fears to Pete, Pete knifes his assistant to death. When Larry and Tony demand to be allowed to leave, but Pete announces they will be the latest additions to his mask collection. After Larry insists that Pete let them go, Pete attacks him and Larry knocks over a lit candelabra setting the curtains and several masks on fire. Hysterical, Pete attempts to protect the masks and is quickly engulfed in flames. Having discovered the strange ingredients in the makeup, Thompson and Jones arrive at Pete’s just in time to rescue Larry and Tony from the burning house.