Lillie Santangelo had for most of the 20th century owned and operated a wax museum at New York's Coney Island. She leads us on a final tour, just before her museum is closed and her wax figures and exhibits are auctioned off. Old age and declining attendance have forced her to close and sell everything. This film deals with the loss of her "friends" (the wax figures), she has known for so long. She reminisces about her years as a Coney Island fixture as she visits the ocean boardwalk one last time.