Len (Randy Paul) is the young owner of a toy shop. He seems a bit naive and sexually frustrated. Len is attracted to his sexy shop assistant Bobbie (Amber Lynn) but she thinks he is a bit of a sad act - especially when he talks to the dolls in his shop as if they were real. However, what neither of them know is that each night at midnight the toys and dolls come to life - and nearly all of them are sex mad. The exception are Barbie Doll (Taija Rae) and her boyfriend Ken Doll (Steve Drake). Barbie is a good girl and disapproves of the sex mad antics of the other dolls. However, she may change her mind when a bit of toyshop magic transports Len and Bobbie to the toy shelf to join in the fun.