The Mexican luchador Tinieblas buys an ancient painting of a dead woman ignoring the warning that it is haunted. Later, after a fight his partners El Fantasma Blanco and Mil Máscaras joins him in a party at his apartment with two beautiful ladies, but when the clock reaches midnight the painting transports them all to colonial times. In order to return home they must face Spanish Conquistadores, Aztec Warriors and an evil witch whose mother, an unstoppable living dead hungry for human sacrifices...