A violent thunderstorm strands Judy Bower, Carrie Lorraine, her father David Bower, Ian Patrick Williams, and her stepmother Rosemary Bower, Carolyn Purdy-Gordon, in the English countryside. Seeking shelter, the trio break into a nearby mansion, where they meet the owners, a kindly older couple named Gabriel Hartwicke and Hilary Hartwicke. After Judy learns that her beloved teddy bear Teddy has “disappeared” (in truth Rosemary threw Teddy into the bushes), Gabriel gives Judy a doll named Mr. Punch, a gesture that fills the girl with joy and signals the mansion’s peculiar hospitality.
Three more visitors arrive at the mansion—Ralph Morris, [Stephen Lee], an amiable American businessman who still cherishes playthings, and English hitchhikers Isabel Prange, [Bunty Bailey], and Enid, [Cassie Stuart]. Gabriel invites them to stay the night, and the house seems to welcome a broader circle of guests into its curious, toy-filled orbit. The mansion, it becomes clear, is a repository of exquisitely crafted dolls and figures, and the Hartwickes are revealed to be toy makers who perceive toys as the heart and soul of childhood. Judy’s delight is contagious, and Ralph, in particular, feels a familiar warmth for the world of make-believe that he thought was long behind him.
Isabel and Enid are revealed to be petty thieves who rode in with Ralph with the intention of robbing him. That night, Isabel slips away from her room to loot the mansion, only to be confronted by dolls that come alive and drag her into the darkness. Judy, stationed in the hallway, witnesses a glimpse of the supernatural attack and rushes to tell her father, only to be met with disbelief from David and Rosemary, who see Judy’s claim as nothing but a childish fabrication. Undeterred, Judy persuades Ralph to join her in a hallway vigil. The pair is slowly won over by a flicker of life from a Mr. Punch doll that seems to speak, and Ralph’s skepticism begins to crumble.
Dramatic danger escalates as the dolls strike again: Rosemary, trying to find rest, is attacked in bed and plummets to her death from a window during a frantic escape. Enid finds Isabel in the attic, but the two are soon confronted by a terrifying transformation—the attic dwellers are becoming doll-like. A horde of dolls, including actual projectile-slinging soldier figurines, attacks and kills Enid. Ralph is ensnared in a cunning trap laid by the toys, but Judy’s appeals to loyalty and friendship lead others to rescue him. David discovers Rosemary’s dead body placed in his own bed and misreads the scene, assuming Ralph is the killer.
Judy and Ralph seek safety in the workshop, where the irate David confronts them. Ralph tries to explain the dolls’ violent behavior, but David refuses to listen and knocks both Judy and Ralph unconscious. The Mr. Punch doll comes to life and lunges at David, while others drag the unconscious Ralph and Judy to safety as David destroys Mr. Punch. Then the Hartwickes reappear and unveil the mansion’s grim truth: they are a magician couple who treat visits as soul-searching trials. They reveal that adults who cling to bitterness—like David and Rosemary—and those who harm or dismiss childhood wonder—Enid and Isabel—are doomed to become permanent fixtures of the house, dolls on a shelf. In a chilling moment, David slowly begins to transform into a doll to take the place of Mr. Punch, a consequence of resisting the Hartwickes’ philosophy.
The next morning, the Hartwickes claim that the night’s events were merely a dream, and they show Ralph and Judy a “recovered” version of reality. A fake letter, supposedly from David, explains that he and Rosemary are changing their names and leaving the country with Enid and Isabel, while Judy will stay with her caring mother in Boston. Judy retrieves Teddy from Ralph’s car and presents him to the Hartwickes as a gift, and she hints that Ralph could become her new father if he chooses to stay. With this, the film closes on a haunting image: dolls bearing the likenesses of David, Rosemary, Enid, and Isabel sit on a shelf, while another car full of difficult parents and their hapless children gets stuck in the mud near the mansion, signaling that the cycle of tests and transformations may begin anew for the next unwitting visitors.