In 1944, In Switzerland, taking place after the events of Puppet Master III: Toulon's Revenge and Puppet Master. Toulon and his little friends are still on the run, and decide to hide in the Kolewige, an Inn that's 4 miles from the Swiss border. Blade finds the wooden head of an old puppet named Cyclops in their trunk, and when Toulon sees it, he then tells his puppets the adventures with the woman he loves, and his retro puppets, starting in Cairo, Egypt, in 1902.
An Egyptian sorcerer, named Afzel, has stolen the secret of life, and is fleeing the servants of an evil Egyptian god, named Sutekh. Two servants, imbued with magical power from Sutekh, attack him, but are killed easily by Afzel and his own magical power. After dispatching the two servants he begins his journey to Paris.
Meanwhile, Sutekh has given life to three of his oldest servants—The Egyptian Mummies. After they rise from their chamber they too begin to pursue Afzel. At the same time, in Paris, a young Andre Toulon is putting on a puppet show of Dante's Divine Comedy. Watching from the crowd is Elsa, who has left her cold-hearted ambassador abusive father and harmless mother (who wasn't in this) to view the wonders of the country and has decided to see the play. In the sewers nearby the three mummies have hired two thugs to kill Afzel. The thugs are necessary since Afzel has the power to sense the coming of the mummies.
Afzel is beaten brutally until Elsa, leaving the theater, sees them and cries for help. The thugs then scatter, leaving Toulon and Elsa to pick Afzel up and bring him inside. Later, when he stirs from his sleep, he talks with Toulon and reveals that he knows the secret of life. Toulon is skeptical until Afzel begins to make the puppets move. Now Toulon realizes he is genuine and begins to learn his powers. Then Afzel starts to make the puppets draw a barrier that's supposed to protect him if the servants come back.
While stepping outside for a brief moment, Toulon begins to talk to a beggar who has sat on the steps since the beginning of the movie. However, he is dead, and when Andre becomes aware of this he begins to mourn. Afzel tells him to bring him inside to teach him the true secret of life. After bringing him inside they use a ring to transfer the soul of the beggar to the puppet, named "Pinhead". The puppet starts to move but, after a few questions the puppet runs away into the theater. Later on, Elsa returns to talk to Toulon, until her father's rude servants come by, and they take Elsa and Toulon back to her house, and after Toulon talks to the father, he gets knocked out, and is then thrown into the woods.
The next day, back at the theater, Valentin storms in as the barrier written on paper falls off the wall, and the three mummies see their chance to attack and begin their rampage through the theater, Valentin finished repairing the door as two of the mummies break in and kills him and Vigo, Vigo runs behind stage to Duval and Latour and falls dead, Duval stabs the lead mummy in his hand as the mummy kills him with his other hand, Latuor gets out a gun and shoots the lead mummy three times as the other mummy comes in through the back door and all three of them use their magic to kill him, Afzel appears and says Sutekh shall not claim his life, and kills himself with his own magic. Satisfied with victory, the mummies begin to leave. Once Toulon returns from the woods, he sees what has happened and acts quickly by putting their souls inside his puppets. First came was Six Shooter, Blade, Drill Sargent, Dr. Death and Cyclops. Blade carved a symbol-shaped scar on Toulon's arm to keeps the mummy's magic from killing him.
The men return, having sensed someone with the knowledge of the secret of life, and try to kill Toulon. His puppets, however, formidable foes, having killed one of the mummies with Six Shooter by shooting the chandelier chains, causing it to crush the servants. The two henchmen retreat in order to plot the capture of Elsa to lure Toulon into a trap.
Feeling that he had won the battle, Andre and his puppets go to a train station to leave Paris to Kara, Togo before things start to get bad, not realizing they had already begun. The servants went to Elsa's mansion, killed her parents, the guards, capture Elsa, and then send a dream to Toulon that shows Elsa tied up, and a train. Knowing the meaning, he quickly changes trains to Merca, Somalia and gets his puppets ready for the showdown. When the train leaves, Andre looks around, having released his puppets and letting them follow him throughout the train, until finally coming to the last car and finding Elsa tied up like in his dream. The two men appear and ask for the secret of life. Andre displays the scroll where the secret is written and asks, "How do you know I haven't copied it?" to which the leader states he did not have enough time to do so, but still is doubtful he hadn't. Andre, noticing he is distracted, attacks the leader while his puppets attack the other. A large struggle breaks out, and the other henchman is killed with the final leader of the three being thrown from the car. Freeing Elsa, the group rides away in the train, beginning their long amazing adventure. After telling the story, the puppets were wondering what happened to the other puppets, he told them that's another story, which he will tell them later in the future.
- This is the only Puppet Master movie that is PG-13 instead of R
- This movie was filmed back-to-back with Witchouse.
- The footage of the train was actually second unit footage filmed for what was supposed to have been the Puppet Wars mini-trilogy.
- The film was also Guy Rolfe's final appearance as Andre Toulon, before he died in 2003 his final apperance was later save for flashback footage in Puppet Master The Legacy.
- This is the only puppet master movie that does not have the original Puppet Master Theme Soundtrack
- In contrast to Puppet Master 1 establishing that Toulon committed suicide in 1939, it's originally 1938.
- Archival Footage from Retro Puppet Master, as well as the preceding six films in the series, was recycled for the 2004’s Puppet Master: The Legacy.
- Retro Puppet Master was the last film in the series to feature Guy Rolfe playing the role of Andre Toulon.
- The original idea for the seventh installment of the series was to take place following Puppet Master III: Toulon’s Revenge, with Toulon and his puppets escaping from Germany by train, after which they are confronted by Nazis and demons.
- This idea was abandoned because the Kushner Locke Company thought it would offend the German audience, but it will form the basis for the tenth installment of the series, Puppet Master: Axis of Evil.
- The Puppet Master theme song, Composed by Richard Band, dose not appeared in Retro Puppet Master.
- The story Andre Toulon spend the film telling to his puppets takes place in 1944 but in Puppet Master it is established that Toulon had committed suicide in 1939.
- This timing inconsistency also appears in Toulon’s Revenge, which takes place shortly before Retro Puppet Master.
- With its PG–13 rating, Retro Puppet Master is the first film in the series not to be rated R by the Motion Picture Association of America.
- This film, along with the first five chapters were only available on DVD through a Full Moon Features box set that was out of print but now available from the Full Moon Direct website as well as from them through Amazon.com. The box also included the sixth and seventh chapters of the franchise and a bonus disc containing 45 movie trailers. Other than the first three films which have been released separately as a Spanish region free DVD, the films have not been released individually themselves yet.
- This was the last film in the series to feature actor Guy Rolfe as Andre Toulon (excluding archive footage).
- The main film is a story told in 1944 by Andre Toulon to Blade, Tunneler, Ms. Leech, Pinhead, and Jester.
- Scenes from the film, along with those of other Puppet Master films, were re-used in the later release, Puppet Master: The Legacy.
- Andre Toulon tells the story to his puppets in 1944, but he committed suicide in 1939, as shown in the first film of the series.
- Lots of people got confused with Andre Toulon still alive after he committed suicide in 1939, but it is most likely that Andre used the secret of life, and when he committed suicide, he really wasn't dead. The two men in black were probably one of Sutekh's servents, but he had them dressed up like Nazis. After when the two men come in, when they weren't looking, Andre probably killed them, and hid their bodies where the puppets were hiding. Meanwhile, Elsa Toulon was in another room to be safe. After that, she finds Andre and they leave. As for the Blade puppet, it was probably the Retro Blade puppet, except it's been painted, and added a few new details, and for the Jester puppet, it was Hans Sideman. So probably bewteen the years of 1939-1941, The new Blade puppet, the Japanese puppet, and the Indian puppet got crushed, and that's where Puppet Master III: Toulon's Revenge begins.
- Leech Woman
- Dr. Death
- Drill Sargent (Retro Tunneler)
- Greg Sestero – Young Andre Toulon
- Brigitta Dau – Elsa
- Stephen Blackehart – First Servant
- Jack Donner – Afzel
- Guy Rolfe – Elder Andre Toulon
- Robert Radoveanu – Second Servant
- Vitalie Bantas – Third Servant
- Sandu Teodor – Latour
- George Calin – Valentin
- Juliano Doman – Vigo
- Vlad Dulea – Duval
- Dan Fintescu – Beggar
- Serban Celea – Father
- Elvira Deatcu – Margarette
- Claudiu Trandafir – Leader
- Marcello Cobzariu – First Tough
- Viorel Manole – Second Tough
- Mihai Verbinschi – First Pursuer
- Adrian Ciobanu – Second Pursuer
- Razvan Popa – Assistant
- Aurelian Popa – Official
- Cristian Irimia – Conductor
- Ion Bechet – Ticket Agent