After multinational conglomerate GloboTech Industries acquires the Heartland toy company, CEO Gil Mars (Denis Leary) tasks toymakers Larry Benson and Irwin Wayfair (Jay Mohr and David Cross) develop actual live-action toys capable of "playing back". Mars selects the military themed action figures the Commando Elite for the project, and educational toys the Gorgonites for their enemies. After Mars forgoes safety testing and sets a short production time, Benson chooses GloboTech's overly powerful intelligent AI munitions integrated circuit to power the toys.
Teenager Alan Abernathy signs off for a shipment of the toys at his family's toy store without his father's consent. He and a delivery truck driver named Joe investigate the toys, introducing the Gorgonites' leader Archer, and the Commando Elite's leader Chip Hazard. The daughter of Alan's next door neighbor daughter, Christy Fimple (Kirsten Dunst) buys Chip as a birthday present for her brother Timmy. After Archer sneaks to Alan's home in Alan's backpack, Alan realizes that the toy is a sentient being. The Commando Elite awaken and seeming destroy the Gorgonites in the toy store. Chip and his squad pursue Alan to his home and attempt to kill him and Archer. Alan is attacked by Commando Nick Nitro, whom he mortally wounds using a garbage disposal unit.
Alan and Archer find the rest of the Gorgonites in a dumpster outside of the toy store. At home, Alan learns the group seek their homeland Gorgon, which they mistake for Yosemite National Park. The Commando Elite, aware of Alan's interest in Christy upon intercepting a phone call occurring between them, invade the Fimples' house. They drug Christy's parents with sleeping pills, place Timmy in a closet, turn Christy's collection of Gwendy dolls into auxiliaries and finally capture Christy herself. They send a video message to Alan, telling him to surrender the Gorgonites or Christy will die. Alan and Archer distract the Commandos and sneak into the Fimple house to save Christy, who warms up to Alan for his courage. They are then pursued down the street by the Commando Elite in heavily armed kit-bash vehicles, but they are all destroyed during the chase - except Chip, who locates Joe's truck full of recalled Commando toys.
At Alan's house, Irwin and Larry seek out Alan after monitoring a phone call from him about the dangerous nature of the toys. Chip attacks the house with an army of Commandos, equipped with large numbers of improvised vehicles and weapons and a battle breaks out between the Commando Elite and the humans inside. During the battle, the humans realize they can fry the toys' chips with an EMP blast. Alan heads out to destroy a nearby powerline to overload it and create such a pulse; Christy, Irwin and Larry head to the Fimples' house to turn on all of the electronic items inside and wedge the power transformers open to reinforce the pulse. The normally peaceful Gorgonites then exit the house and fight back against the Commando Elite. Chip flies to the top of the powerline pole to stop Alan, where he briefly battles and defeats Archer. But just as Chip claims victory, Alan seizes Chip and jams him into the powerline, triggering an EMP blast which kills Chip along with all of the remaining Commando Elite and Gwendy toys.
The next day, while the police and firefighters are cleaning up, Gil arrives in his helicopter. He then bribes Joe, the Fimples, and the Abernathys into silence and then orders Larry and Irwin to prepare the Commando Elite for actual military commando missions in South America for their effectiveness. Amidst the craziness of the aftermath, Alan overdramatically kisses Christy. Alan later discovers that the Gorgonites survived the EMP blast by hiding underneath the Fimples' large satellite dish and he accompanies them into Yosemite National Park where he sends them out in a large toy boat from his father's store to find their island home of Gorgon.
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