Deranged puppet maker Franz (John Hoyt) is terrified of being abandoned, so he invents a machine to shrink humans down to doll size. By kidnapping people and turning the machine on them, he soon gathers a troupe of shrunken prisoners to keep him company. But when he shrinks his lovely secretary (June Kenney) and her fiancé (John Agar), they're determined to find a way to stop the crazy puppeteer.