- Ryan and Jack are intrigued by a traveling wax museum that boasts an exhibit of axe murderess Lizzie Andrew Borden.
- With Micki out of town, Ryan convinces Jack to go to a traveling carnival with him. The two men discover that a series of decapitation deaths have taken place where the carnival has been, and a wax museum owner and his wife are at the center of the mystery.—Gislef
- At a traveling carnival, a teenage boy and his date come to a wax museum. Ignoring it, they go inside to a game booth where the barker, the midget Danny, is running the game. Danny notices the ticket taker at the wax museum, Marie Chase, holding her head in pain. Marie's husband, Aldwin, comes out and complains to Marie that the loudspeakers aren't working. She says that her head is splitting, and he tells them that it's only one hour until they close and orders her to turn the loudspeakers on.
Once Aldwin goes back inside, Marie turns on the loudspeaker but is still in pain. Danny continues watching her, then takes a break, goes over to Marie, and offers some aspirin. Marie comes out and collapses, and Danny tries to wake her up as a crowd gathers. Aldwin comes out, shoves Danny away, and carries Marie inside. Danny goes back to his booth, looking pensive.
Inside the wax museum, Aldwin carries the unconscious Marie to his workshop and sets her on a couch. She wakes up and says that her head hurts, and Aldwin tells her to rest and he['ll take care of everything. He takes out an antique handkerchief, and tells Marie that he'll take care of everything. Aldwin goes to a wax figure of a woman holding an ax and pins the handkerchief to her chest. The figure comes to life, and Aldwin tells it to go and take Marie's pain away. The robed figure walks off, and charges out of the fog and kills the teenage couple in the parking lot.
In their trailer, Marie wakes up. Aldwin tells her that he said he would take care of everything.
The next day at Curious Goods, Jack closes the shop. Ryan is on the phone with his date Sally, and she cancels their visit to the carnival. He suggests that Jack come with him, but Jack would rather catch up on old newspapers. Ryan persists and finally says that it must be awful getting old to taunt him into going.
That night at the carnival, Ryan and Jack walk around. Ryan bumps into Marie at a food vendor, and she says that she works at the wax museum. They introduce themselves and Ryan gets her her drinks. An exasperated Jack follows along as Marie takes Ryan to the wax museum. Danny sees them go in together, and Aldwin greets Marie and asks what took her so long. Aldwin makes it clear to Ryan that Marie is his wife, but says his wife would never do anything to displease him. Marie agrees, and Ryan says that he still wants to see the wax museum.
Marie takes Ryan inside, and Aldwin sees Danny watching from nearby. Aldwin irritably asks what Danny wants, and Danny walks off.
Inside, Ryan admires the wax figures and says that Aldwin is very talent. Marie says that Aldwin is a genius, and starts to take Ryan to Aldwin's workshop. Aldwin comes in and stop them, and tells Ryan to leave. He angrily shoves Ryan out, saying that he's tired of Ryan "gawking" at Marie. Marie collapses from a headache, and Aldwin tells Ryan not to touch her or bring a doctor. Aldwin insists that he's all Marie needs and orders Ryan out.
Ryan leaves and bumps into Danny, who asks if Marie is all right. Danny notes that Aldwin won't let anyone near Marie. Jack comes over and asks Ryan if he's ready to go, and Danny walks off before Ryan can talk further with him.
In the wax museum, Aldwin attaches the handkerchief to the figure and apologizes to "Lizzie" for imposing on her repeatedly.
Two drunken boys are going to their truck. One of them goes off to pee in the bushes, and Lizzie attacks and kills the other one. However, the boy briefly struggles with Lizzie and pulls off one of her fingers.
In the trailer, Marie wakes up and Aldwin reassures her. She says that she heard screaming, and Aldwin dismisses it as a nightmare.
The next day at the shop, Ryan tells Jack that he's going back to the carnival to check on Marie. He figures that something is wrong, and Aldwin won't let Marie see a doctor. Ryan leaves despite Jack's warning, and Jack checks the newspapers and finds an article about deaths at the carnival.
Aldwin gives the ax back to Marie and thanks her for her "help". Marie comes in and asks if Lizzie is ready to go back on display, and Aldwin says they'll keep Lizzie away from the rubes. He tells Marie that she'll be fine, and has her clean up Lizzie's dress. Once Aldwin leaves, Marie finds blood on Lizzie's sleeve and has vague visions of Lizzie killing the man at his truck. She screams in horror, and Aldwin comes to her. Marie tells him about the blood and the vision, and Aldwin dismisses it as a nightmare.
Danny comes in, overhearing Aldwin, and says that Marie has to see a doctor. Aldwin slaps Danny and tells him to get out, and Marie goes to Danny. Her husband stops her, tells Danny to get out, and informs Marie that he's all she needs. Marie pulls away from him and runs after Danny.
Ryan arrives at the carnival and finds the police securing the crime scene where the boy was killed. One of the cops lets Ryan through when Ryan claims that he works at the carnival, and Ryan sees Lizzie's wax finger on the ground. He pockets it and continues on.
At the shop, Jack goes through more old newspaper and finds more articles about headless bodies found near the carnival. He then leaves with one of the newspaper.
Ryan finds Marie wandering the carnival grounds and she says that she's fine. Marie goes with Ryan to share some coffee, and Danny watches them from his booth. In the mess tent, Marie says that Aldwin says her spells will pass. She says that she can't remember when the spells started, and that she had a dream of the Lizzie wax statue killing someone. Marie describes how Lizzie killed her parents with an ax. Aldwin comes in and orders Marie back to work, and she goes with him.
Jack finds Ryan and says that there have been other murders in the last month, all near the carnival, all with an ax, and the bodies all headless. Ryan tells Jack about Marie's nightmare and shows him the wax finger. They go to the wax museum, unaware that Danny has been secretly listening to them.
Ryan slips under the tent edge into Aldwin's workshop, while Jack keeps an eye on Aldwin outside doing his pitch. Aldwin leads the visitors into the wax museum, and Jack goes over. As Ryan checks a trunk, Danny comes in and says that they should talk somewhere else.
Aldwin notices the barrier rope down where Ryan slipped by, and excuses himself to check it out. He sees Ryan leaving but can't make out who he is. Outside, Ryan calls Jack over, and Aldwin comes out and sees them. In Danny's tent, Danny says that Marie alternates between illness and health. Danny explains that Marie is a townie who wouldn't look at Aldwin. But she follows Aldwin a few days later, and her folks reported her missing. Marie joined the carnival two months ago, when the killings started. Jack asks Danny to give them a call if anything extraordinary happens. Aldwin has been listening from outside the tent, and quickly leaves.
That night, Ryan calls the police in Marie's hometown and confirms the carnival was there when she left. She turned up married to Aldwin, and Ryan figures Aldwin is behind the murders. Jack agrees but says that none of the artifacts were sold to a carnival or anyone called Chase, and figures all they can do is research wax magic and wait for Danny to call.
At the carnival, Danny sees Lizzie leave the wax museum. When he tries to slip into the tent, Lizzie comes back and kills him.
Later, the police are called in and secure the crime scene. Aldwin walks away, looking smug, and returns to the wax museum and tells Marie that Danny is dead. She's shocked, and Aldwin chuckles and tries to embrace Marie. Marie tells him that she doesn't want to, and Aldwin says that she can't reject him after all he's done for her. He insists that he's given her a wonderful life and she has no right to say no to him, but Marie tells him that she doesn't want to anymore. Jealous, Aldwin figures that she is seeing Ryan and threatens to have him killed if Marie isn't telling him the truth... and the same goes for her if she doesn't stop acting strange. Aldwin rants about how he made Marie to be with him and love him, and wonders why she isn't the way she used to be.
The next day at the shop, Ryan returns and tells Jack that Danny is dead. Ryan figures that Aldwin killed Danny, and Jack says that he found an item, a handkerchief belonging to Louis XVI. Madame Toussaint, the famous wax sculptor, escaped from the French Revolution after casting a death mask of Louis. She was paid with Louis' handkerchief, and he was subsequently beheaded like the carnival victims. Ryan figures that Aldwin is using the handkerchief to cure Marie of her headaches, and the Lizzie figure to behead his victims. Jack tells Ryan to talk to Marie and find out all he can about Aldwin, while Jack looks for the handkerchief.
Aldwin tells Marie that he's going to the office to deposit the night's receipts. He leaves Marie at the ticket booth, and once Aldwin leaves Ryan approaches Marie and asks if she wants to take a break. The two of them go off, and Jack slips into the wax museum and searches for the handkerchief.
In the museum proper, Marie talks to Ryan about Danny and how he cared about everyone. Ryan points out that Aldwin didn't care for Danny's concern, and asks why she married Aldwin. Marie has visions of Lizzie killing Danny, from Lizzie's perspective, and stares off into space. Ryan notices and asks if she had nightmares and headaches before she came to the carnival. He wonders if Marie cured her in return for her marrying him, and she says that he didn't. However, she remembers the ax murders but nothing about her past. Aldwin watches from hiding, scowling.
Ryan gives Marie his card and tells her to keep in touch. He assures her that he cares what happens to her, and Aldwin comes in and tells Ryan to get away from his wife. Aldwin shoves Marie aside and orders Ryan out. When Jack comes in, Aldwin yells for the carnival workers. They run in and Aldwin says that Ryan is after his wife. The workers take them out, and Jack tells Ryan that he didn't find the handkerchief.
Aldwin slaps Marie and is furious that she's turning against her after everything he's given her. He holds up the handkerchief and says that Ryan is going to wish he never laid eyes on her.
Ryan and Jack return to the shop, and Ryan tells Jack that Marie can't remember anything before she married Aldwin. Lizzie leaps down from the upstairs rooms and attacks them with her ax. She corners Jack, and Ryan sets her on fire with a blowtorch. Jack grabs Lizzie, and Ryan removes her hood to reveal Marie. Marie stares at her melting wax hand and screams in horror.
Marie faints, and Jack tells Ryan that there's nothing he can do for her. He says that Aldwin preserved the woman he loved in wax, and Aldwin has her kill to keep his perfect creation. Jack figures that as Marie kills, she's becoming more and more human. Marie wakes up and asks Ryan to take her home so Aldwin won't be worried. Ryan sees the handkerchief pinned to Marie's chest and stops Jack from removing it, and Jack points out that Marie is already dead. Jack insists that Ryan has to remove it, but Ryan says that he can't and can't watch Jack do it. He starts to go upstairs, and Marie begs him not to let Jack hurt her.
As Jack starts to remove the handkerchief, Aldwin arrives, shoots Jack in the shoulder, and shoots at Ryan but misses. Ryan and Jack take cover, and Aldwin leaves with Marie. Jack tells Ryan to get the handkerchief back, and Ryan goes after the couple.
At the wax museum, Aldwin takes Marie to his workshop while Marie stares at her melted hand. She asks Aldwin what's happened to her, and he says that she'll be fine once he repairs her. Aldwin melts some wax to make repairs, and Marie says that the "nightmares" were real and her husband made her kill people. Her husband insists that she couldn't know that, and Marie figures that killing people gives her life. Aldwin takes her melted hand and says that when she was flesh, she didn't want him, so he could only have her as a wax figure.
Aldwin prepares to cut off Marie's melted hand, and she says that he can't make her keep curing. Crying, Aldwin wonders why she doesn't understand that it's the only way. They hear a noise from the museum proper, and Aldwin goes out to investigate. Ryan jumps him and the two men struggle and back into the workshop. Marie grabs Aldwin, who instinctively shoves her into the fire with the melting wax. The flames spread and Marie deliberately steps into them. As she melts and her remaining human pieces fall off, she tells Ryan that it was the only way.
Later, Ryan returns to the shop with the handkerchief. He says that the police were too busy tracking missing people to notice him taking the handkerchief, and wonders why Marie killed herself. Jack says that Marie became as human as them, and she knew that no one life was worth that much death.
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