1941. Berlin, Germany. The Nazis go after benign puppeteer Andre Toulon (the excellent Guy Rolfe) so they can learn the secret of how he makes his puppets come to life. Toulon retaliates by unleashing his deadly little pals on the Gestapo brutes. Director David De Couteau, working from a clever and inventive script by C. Courtney Joyner, relates the hugely entertaining story at a snappy pace, maintains a generally serious tone throughout, offers a flavorsome evocation of the period setting, and delivers a handy helping of splashy gore along with a decent sprinkling of yummy gratuitous female nudity. The fine acting from a sterling cast rates as a real significant asset: Ian Abercrombie as the zealous and obsessive Dr. Hess, Sarah Douglas as Toulon's loyal and loving wife Elsa, Walter Gotell as the slimy and lecherous General Mueller, Kristopher Logan as the slippery and meddlesome Lt. Eric Stein, Aron Eisenberg as spunky young fugitive Peter Hertz, and Matthew Faison as Peter's concerned father. Veteran bad guy thespian Richard Lynch almost steals the whole show with his wonderfully wicked portrayal of the ruthless and ferocious Major Krauss. The ever-luscious Michelle Bauer has a memorably sexy minor part as foxy prostitute Lili. Moreover, it's a total treat to see the grotesque, yet still oddly personable puppets bump off detestable Nazi scumbags in assorted grisly ways (Major Krauss's terrifically ghastly fate in particular is a complete doozy). Both Adolfo Bartoli's sharp cinematography and Richard Band's supremely eerie score are up to speed. One of the strongest and most impressive installments in this franchise.

After an average opener and one needless sequel in PUPPET MASTER II, PUPPET MASTER III: TOULON'S REVENGE is something of a surprise. The producers are still trying to find out a way to continue the franchise after the actor who played Toulon in the original died, so they opt here for a prequel format set in Nazi Germany, no less.

The biggest twist this time around is that Toulon and his puppets are presented as the good guys - I guess those Nazis trump everybody in terms of 'evilness', even homicidal mass murderers. Yeah, it's best to forget about the first two films when watching this. In TOULON'S REVENGE, the puppet master has his wife murdered by the corrupt regime, so he sends his dolls on a rampage of revenge against the Nazis.

Most of the film consists of various Nazis being murdered by the dolls in creative ways. The special effects are shoddy but mildly charming, and there seems to be a little more originality here than in other B-movies; this is a huge step up from the previous movie, for example. The cast is studded with the expected likes of Richard Lynch and Michelle Bauer, although the most surprising scene comes when Bond's Walter Gotell shares a bath with a bevy of topless beauties. There's something else you weren't expecting...

I reckon this is the first one where we really establish the Puppets as "good". If you fight one of the "ultimate" evils (bear with me on this one or play along),than you have to be good, no matter how evil you are yourself. Or at least how mean and vicious, not to mention entirely violent and murderous. But that's the tale of the Puppets.

And their master of course. The one in the movie and the ones behind the scenes of the movie, doing a really good job controlling them - pun intended. Effects are nice and the story may take us back, but I guess you have to stick with the story - or not. You know just watch it for the deaths and carnage. Whatever works for you. I reckon movie wise this is the best I've seen yet (up to movie 7 at this point).