"Where do you think you're going boy. Death is no escape from me."

A hearse drives away from Boulton mortuary, as the Tall Man (Angus Scrimm) stalks through the mausoleum with his spheres following. Mike drives the hearse alone into the wasteland to uncover the mysteries of the Tall Man and to escape the transformation. Reggie (Reggie Bannister) is pinned in the corner of the room by spheres. The Tall Man calls them off. He does not wish to kill Reggie yet but wants to continue the game.

Mike drives south-east and finds the towns abandoned. However it isn't long before the Tall Man appears in his car, taking control and driving to Death Valley!!! meanwhile, after yet another tussle with the undead, Mike follows Jody's instructions to head east and continues on his journey.

Mike awakes with the hearse overheating in the desert sun. He gets out and walks through the rocky landscape. He catches glimpses of dwarves hiding in the rocks. As the sun sets, he drags the coffin out of the hearse and opens it. He takes out a suit. He begins to write his last will and testament. Mike intends to confront the Tall Man at sunrise. He sleeps in the back of the hearse and recalls the Tall Man cutting open his head and then seeing the sphere in his head reflected in a mirror. Mike dreams of a civil war battlefield. He is on a stretcher in the hospital tent and the Tall Man is dressed as a surgeon. The Tall Man forces a long probe up Mike’s nose into his brain. He wakes with a start. It is daylight and gets out of the hearse and finds the poles of a space gate in the wilderness.

Reggie wakes in a deserted house and goes outside to see a girl (Heidi Marnhout) in the street trying to use a pay-phone. She goes to her car and looks at a map as he drives off in the ‘Cuda. Later he comes upon the girl’s car driving in front of him. She swerves to miss a tortoise and the car flips. Reggie breaks the window and pulls her free before the gas tank explodes. She introduces herself as Jennifer. Reg offers her a lift to the next town but when they get there it is deserted. Too tired to drive any further, Reggie suggests they bed down at the motel. They break in and Reggie tells Jen the story of the Tall Man. He explains that this is why everywhere is deserted. They both go to sleep and Reg dreams he is in a cemetery. After searching he comes upon Mike......dressed like the Tall Man!!!

Reggie wakes and looks at Jen’s sleeping body. There is movement under her shirt so he unbuttons it. She has spheres in her breasts and they fly out. They hurtle towards Reg. He ducks and they collide. He smashes one with a sledgehammer but the other pins his hand to the wall. He strikes his tuning fork and the sphere explodes. Reg bandages his wounded hand and moves to leave. Jen grabs his leg and he crushes her head with the sledgehammer.

Mike ties a noose to a lone tree and hangs himself. The Tall Man tells him there is no escape in death. The sun is eclipsed by the moon. Mike recalls the Tall Man chasing him as a boy. He and Jody lured the Tall Man into a trap and hanged him with a noose. It does not kill him and he tells Mike to cut him down. The Tall Man promises to leave and never return. Mike cuts him down but he immediately turns on Mike. The rope around Mike’s neck breaks and he falls to the ground. The Tall Man stands over him. He will not let Mike take his life because it belongs to the Tall Man. Mike rejects the Tall Man’s outstretched hand and flees through the gate. He finds himself in a 19th Century colonial-style house in the Southern states. Mike goes onto the verandah and finds the Tall Man sat there. He introduces himself as Jebediah Morningside and says he is waiting for someone. An old woman appears in a rocking chair and spooks Mike. Jebediah does not want him to leave but wants to learn from him. Mike activates the antiquated-looking gate and finds himself back in the desert with countless gates arrayed before him.

Mike is sitting alone in the desert when a scorpion walks over his leg. Using only the power of his mind, he crushes it with a rock. Then he spots a dwarf watching and kills that with a huge boulder. He is working under the bonnet of the hearse when Jody appears. Mike tells Jody that he can trust Reg but not him. Jody explains that he did not abandon Mike, he was taken away by the Tall Man. It had taken a lot of effort to escape the Tall Man’s power. Then he is gone. Mike continues to take parts from the hearse to fashion a weapon. He writes Reggie a note telling him about meeting the Tall Man in the past before he became evil. Perhaps he could stop the Tall Man from ever coming into being. Mike goes through a gate and finds himself on a deserted city street. The Tall Man is striding towards him. He runs away and meets Jody who leads him through another gate to a beach. Jody tells Mike that the Tall Man will come for him soon.

Reggie drives into the Funeral Mountains and spots the hearse. After killing a few dwarves he is re-united with Mike and Jody....and they pass through the gate to where it all began!! They appear in Jebediah’s house and see the old man perfecting his craft. Jebediah activates the gate and Mike tries to stab him dead before he can pass through. He cannot and Jody tells him they are not in the same dimension and can thus have no effect. When Jebediah vanishes, the Tall Man returns. Mike has missed his chance to destroy the Tall Man but escapes through the gate. Jody finds Mike in a cemetery. He grips Mike by the neck and holds up a sphere, but Mike stabs him first in the hand and then the chest. He refuses to become like Jody. Mike walks away but Jody grabs him from behind and they fall through another gate.

Mike awakes on a mortuary slab. Jody holds him still as the Tall Man holds a spinning sphere to his head. Mike screams as the sphere cuts into his head. He reaches into his pocket but fumbles the dagger and it falls to the floor. He gets the tuning fork and strikes it, immobilising Jody and the Tall Man. Mike forces the sphere into Jody’s neck and he falls back. Jody tells Mike that he had died in the car wreck and finally perishes. As the vibrations of the fork subside, the Tall Man revives. He takes the fork from Mike...leaving him to run....A battle between Mike, Reggie and the Tall Man....but who will win and is this the end???

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