As a boy, Henry Kosta was not allowed to have friends as his mother feared any outside influence might corrupt the poor boy and lead him down a dark road. The boy begged and begged his overprotective mother to allow him to have just one friend until finally, the old woman could take it no longer. Using random junk and old bicycle parts, the woman crafted a bizarre new companion for her only son. She built him a friend who, unlike the outside world, would never corrupt her sweet, innocent child.
Now, almost 40 years later, Henry (Dian Bachar of 'Southpark', 'Baseketball') is a depressed small-town ventriloquist who still lives with his mother (Josie Calogero). Still bullied by the town and its people even though he's in his mid-40's, his only real joy comes from performing with his puppet and only friend,'Moxxy' (Les Claypool of Primus) at 'The Brandywine Theater', where he also works. Despite his feelings for his much younger co-worker Mindy (Danielle Lozeau of 'Legion') and her kindness toward him, Henry is still miserable and defeated, accepting his lonely fate as a nobody. Mindy is the only person who sees something more in Henry, and she urges him to be stronger for himself, but to no avail. Henry is resigned to a life of defeat.
One day, however, something odd happens. While being bullied by his boss and the theater's owner, Mr. O'Doul (Martin Klebba of 'Pirates of the Caribbean', 'Scrubs'), Henry's puppet Moxxy suddenly speaks in his defense, much to the surprise of everyone including Henry himself. For the first time in his life, Henry has someone looking out for him, even if it's just the puppet on his arm! Henry finally finds some joy and excitement in his life, proud of the fact that others are finally treating him with caution. In public, Moxxy defends Henry from bullies. In private, the two carry on like the life-long friends they are. Henry has finally found his courage.
For a time, Moxxy's brash, sudden outbursts give Henry a sense of excitement and pride, but as the puppet becomes more and more uncontrollable, Henry's joy eventually begins to waiver and he begins to question the strange creature. Odd things begin to occur, from the death of Henry's mother's cat to the dark, bizarre thoughts that are beginning to fill Henry's mind. Henry even questions his own sanity, trying to sort out just what Moxxy is and where he came from as the puppet begins urging him more and more toward cruel ideas and paranoid thoughts. Unsure of what's real and what's not, Henry slowly loses touch with reality and Moxxy's influence over him digs deeper and deeper. As Henry becomes little more than the bumbling, shy follower he always was, Moxxy takes the wheel and total control over his 'master'. The cruel but charismatic puppet seems to take pleasure in the harming of others, and he uses his newly gained full control over Henry to do more than just speak his mind; he even begins to murder!
Confused and afraid, Henry must now frantically try his best to hide the hideous truth from the local police captains (Diamond Dallas Page of 'The Devil's Rejects', 'WCW' and Dustin Runnels of 'WWE') as well as from Mindy and the town. Seeking the help of a local therapist (Chris McCail), Henry tries to learn what's wrong with him as he desperately seeks a cure. Meanwhile, Moxxy is beginning to frighten the townspeople and even Henry himself as he continues on his rage-fueled path, all under the guise of urging Henry to simply stand up for himself. As tensions and the body count both continue to mount, a bizarre showdown for full control between Henry and Moxxy becomes inevitable. Henry is just days away from the largest performance of his life. He knows that it is on that stage, before the entire town, that Henry must finally make a stand for the first time in his life. It is there and then that the epic finale and battle of wills must take place, revealing the mysterious truth and determining a real winner once and for all.