Co-writer/director Sandor Stern's sci-fi thriller has a great Michael Crichton-ish/Body Snatchers idea that is underdeveloped. Gregory Harrison and Kim Greist are parents of a missing boy who stumble across the Sandburg Research Institute where doctors Kevin McCarthy and Cicely Tyson are experimenting with memory transfer. The Institute's objective is to remove the criminal mind and replace it with a less-alienated healthier one, and McCarthy and Tyson have been using the bodies of derelicts and replacing their memories with those dying in hospitals. This doesn't explain how the missing boy has ended up in the Institute's community of new-memoried zombie-bodies, but McCarthy's bad haircut and the standover tactics of Lane Smith as the head of the Institute with undefined government connections and an assassin agenda, clues us into the forces that may stop McCarthy and Tyson from getting the Noble Peace prize. Since the parents provide a perceived threat to the Institute, both Harrison and Greist get the memory makeover, but since they are stupidly accomodated within close proximity to each other, we get a demonstration that the emotion of love does not depend upon the existence of memory, and they are soon at it again. What is attractive about the initial situation is the messy emotions displayed by Greist, and Stern's sense to focus the attention onto her and away from Harrison, who is the weaker actor and who's husband is reduced to a blubbering disbeliever. However after the couple's makeover, Stern errs in reducing Greist's role to that of the passive observor to Harrison's investigator, and by refocusing events on Harrison, Stern undermines his narrative. It's not just that Harrison doesn't possess enough natural charisma to carry a lead role, it's also that the made-over characters are essentially less interesting as people. A better actor than Harrison may have suggested the paranoia inherent in the material, and Stern falls back on Harrison's large forehead to represent his profession as a computer nerd, and also one who has been lobotimized. Perhaps because she realises how silly her role is, Tyson whispers her lines, and the scene where the couple are kidnapped in order to be made-over is handled badly by Stern - as if they offer no resistance to anyone that sticks syringes into their arms.