Cara Raymond (Juliet Mills) is inspecting a mining outpost on a hostile alien world for a big company. The outpost is manned by Sebastian, a man who was dying of an incurable disease. "The company" offers to bioengineer anyone who is dying, wipe their memories, and give them a second chance at life. Only, under the law, the bioeningeered people are not considered human any more, and are put to work on unbearably hot planets with poisonous atmospheres (where they are the only beings who can live there without a spacesuit). Raymond demands that Sebastian get his mining quota back on schedule, but Sebastian says he's hearing alien voices. She warns him that if the project is shut down, the company has the right to kill him. Sebastian and Cara debate the importance of life, work, friendship, and belonging. He accuses Cara of being less than human herself due to her obsessive dedication to her work. Sebastian also harbors a deeper secret, one which involves Cara.
Danny (Patrick Breen) is a handsome museum curator who is cheating on his fiancee, Edwina, with a floozy blond waitress, Cheryl. Edwina stumbles upon Danny attempting to have sex with Cheryl in a basement gallery that's under construction. All three are unintentionally locked in for the night by the staff. Danny accidentally wakens a 3,000-year-old Incan mummy witch (Pamela Dean Kelly) after exposing it to a bloody handkerchief. The mummy was rejected by her lover in the past, and now seeks vengeance on all male lotharios.
A down-on-his-luck man named Mack (Philip Anglim) takes refuge in an abandoned hotel and runs into alcoholic magician J.J. "Freddy" Fredericks (Eddie Bracken). Freddy can make anything appear, but it always turns out wrong: The drink is sour, the food tastes awful, a rocking chair rocks side to side instead of front to back. Mack believes that Freddy's alcoholism prevents him from making better things. Mack takes away Freddy's booze. But a guy suffering from the DTs will begin seeing things...
Dr. Elizabeth Porter (Carol Lynley) has been experimenting heavily on lab rats, under the theory that subjecting them to environmental stress will cause their intelligence to rise. A new member of her team, Dr. Robert Winston (Victor Raider-Wexler), arrives to help with the experiment. But when a lab worker dies, it's clear the rats are learning a lot more than anyone suspects.
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