An aging puppeteer who once ran a very popular show in the 1950's with his star puppet Coco the clown, has since retired due to health issues. Married to a much younger woman, he's become extremely withdrawn over the years and spends most of his time down in the basement talking to Coco. Finally luck seems to have turned around when he receives an offer to do a tribute show featuring his original puppets. Worried he might overwork himself, his work insists he hires some new help, which he finds quickly in the form of David, an eager young student who majors in animatronics. A few weeks pass and the puppeteer begins to slowly suspect that his wife has a lover on the side due to the fact she's never home. Sharing this theory with his new student, he begins to hear Coco speak to him more and more, insisting he better do something about his wife before it's too late.