Researchers Michael Brace (Christopher Walken) and Lillian Reynolds (Louise Fletcher) develop a system that allows the recording and playback of a person's thoughts onto videotape. The project spins dangerously out of control when Brace and his colleagues begin using the technology to explore intense sexual and near-death experiences. When the military moves to hijack the project for their own nefarious purposes, Brace tries to outwit them with help from his estranged wife (Natalie Wood).