Film student with recurring nightmares she records on audio cassette for a potential movie, Maggie(Jill Schoelen)joins fellow classmates in a project to raise money so that they could fund future projects of their own. This project is a theater due to be put to rest in a matter of weeks, which the class will use to show three 50's B-movies using gimmicks to entertain the movie-going public who buy a ticket for the overall night. But, a killer will secretly plot to murder several of the students, and teacher Mr. Davis(Tony Roberts)as the movies are being projected while Maggie and boyfriend Mark(Derek Rydall)work together to find her possible father, a supposedly dead cult director, Lanyard Gates(Matt Falls)who murdered her real mother, not the woman who has been raising her since childhood, Suzanne(Dee Wallace Stone). The nightmares which are actually memories surfacing bringing to light what happened to her mother and that her father was indeed the eerie face talking to her, raising a sword to stab her. Is the one responsible for the series of murders actually Gates, or is someone else(..a fellow film student with an ax to grind?)behind the killings? A film Gates was making, which reflects almost exactly the nightmares Maggie has been experiencing, is found within the theater by fellow student Toby(Tom Villard). Responsible for all the technical and gimmick equipment for the 50's horror theme night is Dr. Mnesyne(Ray Walston), once in this line of work at shocking the audiences while they watched cheesy low-budget romps. The films shown are "Mosquito!" a 3-D flick where a puppet mosquito is sent down in front of the audience by a remote control device, "The Amazing Electrified Man"(..where buzzers on seats shock the asses of customers' theater seats)& "The Stench" where smelly fumes are released into the theater. The tame deaths include one wheel-chair victim being electrocuted, one exploding in a bathroom stall when a chemical agent was dropped into the the toilet, and two nifty murders by the puppet mosquito whose proboscis stabs into two victims. The one responsible for the murders wishes to finish what was started on Gates' unfinished film, The Possessor, putting Maggie in danger. The most disturbing aspect of the film is that the psycho is heavily burned, wearing prosthetic masks taking the faces of victims. This film attempts to put an imaginative spin on the dying slasher genre(..before it's rebirth with Craven's Scream)while also paying homage to classic B-movies and William Castle.