It's like the director of this read my reviews of the first two movies and knew exactly what changes to make. Taking it back to 1941 Germany, this is an origins story for Toulon (Guy Rolfe), and how he was hunted by the Nazis for the elixir that brings his puppets to life. This is a big step up from the first two movies, and it is because there is an actual story featured here. The previous films consist of wandering around a hotel until the majority of the cast gets killed by puppets at the end, while here, you actually have plot development and characters that move the story along. Also, as we have all learned from Indiana Jones, Nazis make for better villains, and this movie has a full blown case of the Nazis. Unlike most prequels, the backstory of Toulon and how all these puppets came to be is way more interesting than any of the previous stories. The only confusing bit is the title itself (minor spoilers for Puppet Master II, I guess (like you care)); given the way that the second movie ends and the way this movie is titled, you would think that this would be a sequel instead of a prequel, as you assume that Toulon would be seeking vengeance on the puppets that wronged him in the second movie. I wholly believe that the only reason why they titled the movie the way that they did is because the word "revenge" sounds cool; there is light retaliation at the very most. All of the stuff that works in the first movie is present, and this featured the return of the lady leech puppet which still tickles my gag reflex whenever she's shown doing her thing. Although there is a noticeable lull between the second and third acts, so much about this gels together better than anything this series has brought to the table, and that is all because there is so much less filler than there was previously. One thing that I couldn't determine was if the breathy sound effects the puppets are continuously making were creepy or funny, so while I didn't know what to make out of them, they definitely kept me engaged. Puppet Master III is one of those rare instances where the third movie is significantly better than the first two... of course, being the best Puppet Master may be the equivalent to being the tallest midget, but that is neither here nor there.