The player controls a young man who has recently received correspondence confirming that he is the last surviving heir of Thurston Last (voiced by Christopher Reeve) and has inherited his sanctuary for artists known as the Last Resort. The player must make their way around the resort in order to stop a couple of troublemaking squatters known as the Toxic Twins (voiced by Aerosmith's Joe Perry and Steven Tyler) from disrupting the other residents by exiling them with the Muse Machine, which needs to be completed first.
The player walks around the resort in first-person mode and is able to interact and look at a large variety of curios and artwork. There's a strong musical theme throughout as many of the puzzles require playing an instrument or putting together notes, though no musical ability is actually required of the player. The player will occasionally interact with the resort's inhabitants, including a helpful small figure in a biplane called Salty (Jim Belushi), a fortune teller machine Isodora (Cher), the enigmatic Octopus Lady (Ellen DeGeneres) and Miss G-String the guitar lady (Anne Heche).
The amount of presentation in-game with its all-star Hollywood cast, strong artistic aesthetic and several well-produced "feelies" included with the game's packaging, was endemic to the then popular belief that FMV-based graphic adventures were to become the next big step in both movies and interactive entertainment. Instead, the game largely went unnoticed and was panned by most critics.