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Tony's father Sam, abducted by aliens three years earlier, returns to earth and seeks out his wife and son, but Rachel has since been living with Joe and the reunion is awkward. Joe doesn't trust Sam, and Rachel can't quite decide what her feelings are for her two men. Sam is not the same as when he left, and he begins affecting Tony in frightening ways.

After hearing that mystical toymaker Andre Toulon has managed to create a troupe of sentient, living puppets, Nazi underling Dr. Hess sets his sights on exploiting Toulon's powers for the glory of the Reich.