In his quest to achieve immortality for the human race, Dr. Joe Messengers (Peter Gallagher) ultimate creation is a computer that runs an entire city. Furthermore, the computer has the capacity to download a human brain, therefore providing everlasting life. Joe, a workaholic constantly argues with his wife Karen (Mimi Rogers) over the amount of time he spends away from home. His personal life begins to heat up when he meets a sexy researcher, Juliet Spring (Bridgette Wilson). Juliet, who is dying of cancer, is desperate to become Joe's first human subject to achieve immortality. When Joe ends the affair, Juliet, who is still deeply in love with Joe, manages to download her own brain without Joe's assistance or knowledge. Determined to make Joe hers, Juliet uses the computer she lives in to terrorize the city -- including Joe's family. In the end, Joe must destroy his life's work in order to save the people and things that matter most to him, before it is too late.