Austrian research geneticist Dr. Alex Hesse and his OB / GYN colleague Dr. Larry Arbogast invent a fertility drug, "Expectane", designed to reduce the chances of a miscarriage. With the drug unapproved by the FDA, the colleagues are not authorized to test it and are unable to continue their research. Noah Banes, the director of the laboratory, informs Larry that while the FDA denied human experimentation, the team has received a donation from geneticist Dr. Diana Reddin from the ovum cryogenics department. Alex plans to start over in Europe, but Larry suggests they can still perform the experiment, with Canadian firm Lyndon Pharmaceutical offering to fund them provided they find a volunteer. Alex questions the likelihood of a pregnant woman taking an unapproved drug, but Larry suggests omitting the volunteer's gender and convinces him to impregnate himself with an ovum codenamed "Junior". That night, Alex dreams his potential offspring has his own face. As weeks go by, he complains to Larry of morning sickness and sore nipples, and chats incessantly about walks, massages, and naps. Contemplating fatherhood after watching television commercials, Alex breaks down sobbing. When the time comes for Alex to end the experiment and release the results to Lyndon Pharmaceutical, he continues taking the drug as he has decided to carry the pregnancy to term; initially annoyed, Larry agrees to keep it hidden. Alex develops a relationship with Diana, and reveals his pregnancy to Angela, Larry's ex-wife, who also happens to be pregnant by Aerosmith 's personal trainer. Diana is stunned and angry when it is revealed that the "Junior" ovum is hers, and Banes attempts to take credit for the experiment. Disguised as a woman, Alex hides in a retreat for expectant mothers, blaming his masculine appearance on anabolic steroid use. Diana visits Alex at the resort and the two reconcile, telling each other it does not matter who is pregnant because she is the mother and he is the father. Larry reveals the experiment's data to Lyndon Pharmaceutical, who agree to partner with them. Alex experiences abdominal pain from the start of labor, calling for Larry and Diana. As Diana rushes to the resort, Larry tells a fellow doctor to prepare for an emergency c-section. A janitor overhears and alerts Banes, who summons the media, hoping to take credit for the world's first pregnant man. Warned by his colleague, Larry distracts the press by arriving with Angela, discrediting Banes, who is fired by the university president, while Diana and Alex enter the hospital by the fire escape. Larry and his colleague take Alex away for his operation: sent to keep Angela company in the waiting room, Diana finds her in labor and becomes her delivery coach. Alex gives birth to a healthy baby girl, and Larry announces the arrival to Diana, who is assisting Angela with contractions. Diana leaves Angela with Larry and rushes to see the baby, whom she and Alex name Junior. Larry delivers Angela's child and they reconcile to raise the boy, Jake, as their own. One year later, the families all go on vacation together and celebrate the birthdays of Junior and Jake. Diana is pregnant with their second child, and Angela mentions wanting another baby but not wishing to endure pregnancy again; at Alex's suggestion, they all try to convince a reluctant Larry to carry the child.

Teenager Dallas Edwards and his derelict friends go on a quest for the meaning behind a series of mysterious, paranormal events in Southern California.

Ex-soldier Ryan Reeve wakes up in the back of a moving van next to a young tied-up boy, Alex, who is being held prisoner. Strangely, the boy seems to think Reeve is the kidnapper though he has no memory of ever having seen the boy before, and looking at his watch, he last remembered it being six months previously. After freeing the boy, making a run for it, and attempting to figure out what has happened to him, all he remembers is being at a facility treating his severe PTSD. As one of their pursuers catches up to them, suddenly he blacks out again and awakes in a room with a mysterious young man (same as before) named Harkin Langham, who seems to think he is someone else. When Langham discovers who he really is, he disables Reeve and knocks him out. Reeve then wakes up in a mysterious bedroom having sex with a beautiful young woman. She identifies herself as a prostitute named Dana, who seems to remember meeting and engaging in sexual activity with a much more violent and sociopathic version of Reeve. He tries to explain his predicament, but she remains skeptical. He asks her to come with him, but she says she cannot leave as she is the "property" of a Russian gangster named Sergio. Reeve offers to free her if she will help him solve the mystery that his life has become. The two manage to escape, but Reeve again loses consciousness when the mind control system reboots and again Langham catches up to him. He must work out what is happening in bursts of exactly nine minutes and forty-seven seconds, as the control and conscious awareness of his body are repeatedly being hijacked and shuffled through different scenarios by person/s unknown. He teams up with Dana as he battles a conspiracy in mind control known as "Anomaly" led by Langham. Langham, meanwhile, urges him to stop fighting it, as it has nothing to do with him, however, he is convinced otherwise.

Dr. Bill Cortner saves a patient who had been pronounced dead, but the senior surgeon, Bill's father, condemns his son's unorthodox methods and theories of transplanting. While driving to his family's country house, Bill and his beautiful fiancée Jan Compton become involved in a car accident that decapitates her. Bill recovers her severed head and rushes to his country house basement laboratory. He and his disabled assistant Kurt revive the head in a liquid-filled tray. But Jan's new existence is agony, and she begs Bill to let her die. He ignores her pleas, and she grows to resent him. Bill decides to commit murder to obtain a body for Jan. He hunts for a suitable specimen at a burlesque nightclub, on the streets, and at a beauty contest. Jan begins communicating telepathically with a hideous mutant, an experiment gone wrong, locked in a laboratory cell. When Kurt leaves a hatch in the cell door unlocked, the monster grabs and tears off Kurt's arm. Kurt dies from his injuries. Bill lures an old girlfriend, figure model Doris Powell, to his house, promising to study her scarred face for plastic surgery. He drugs her and carries her to the laboratory. Jan protests Bill's plan to transplant her head onto Doris's body. He tapes Jan's mouth shut. When Bill goes to quiet the monster, it grabs Bill through the hatch and breaks the door from its hinges. Their struggles set the laboratory ablaze. The monster, a seven-foot giant with a horribly deformed head, bites a chunk from Bill's right cheek. Bill dies, and the monster carries the unconscious Doris to safety. As the lab goes up in flames, Jan says "I told you to let me die". The screen goes black, followed by Jan's maniacal cackle, welcoming her long-awaited death.

United Nations negotiator Edward Douglas survives a plane crash in the Java Sea. A passing boat rescues him. Aboard, Dr. Montgomery tends to him and promises that Douglas will be taken to Timor. However, when they arrive at Montgomery's destination, "Moreau's Island", he instead advises Douglas to disembark and use the radio there. Douglas and Montgomery go to the Main House, where the former is warned not to wander. According to Montgomery, Moreau fled the United States due to backlash against his experimentation on animals. Douglas is locked in his room by Montgomery, but escapes that night. While exploring, he hears cries and enters a laboratory where he witnesses a human/ llama mutant give birth, with doctors attending to the delivery. Douglas's presence is noticed by a doctor, who turns out to be a human/animal hybrid, and he flees, finding Aissa, a daughter of Moreau's, who leads him to the 'village' of the mutants. There, Moreau is worshipped by the mutants. He keeps the hybrids subjugated by using a remote-controlled electrical implant, surgically placed at birth under their skin. Moreau tells Douglas how he introduced human DNA into animals in search of a higher being, incapable of harm. The existing Beast-Folk are imperfect, but Moreau claims to be close to a "solution". When Moreau discovers that the leopard /human hybrid Lo-Mai has killed a rabbit, he promises that there will be a " trial " the next day. Douglas tries to escape by boat, but stops as it is overrun with humanoid rats. At the outdoor trial, Lo-Mai runs at Moreau but is stopped by the remote-controlled implant. To Moreau's shock, Azazello shoots Lo-Mai dead. His body is cremated publicly. Inspecting the charred remains, the mutant " Hyena - Swine " notices the control implant embedded in Lo-Mai's arm. He then feels for the same implant on his own body and removes it from the bone. Hyena later starts saying "no more pain", wanting to spread the word to all the mutants. In addition to the pain caused by the implant, the animals are controlled through regular drugging to prevent them from "retrogressing". Hyena-Swine reveals his removed implant to Montgomery who sets the other beasts after him. Meanwhile, Douglas tries to contact the outside world, but Montgomery sabotages the radio. Hyena-Swine and his trackers—now on his side and also free of implants—confront Moreau. Enraged, Hyena-Swine reveals his intent to overthrow him and destroy all humanity. The group eventually kills Moreau. Douglas then fires a gunshot, scaring the group off. Azazello steals Montgomery's handgun and joins Hyena-Swine's faction. Douglas realizes that Aissa is regressing: her pupils are cat -like, her canine teeth are becoming fangs, and her fingernails are becoming sharper. Douglas can stop this with a serum from the lab. However, Montgomery has gone insane and destroyed it. Moreau was planning to use Douglas's DNA to stop Aissa's regression permanently, completing his experiments. Azazello leads the mutants to the armory. They eventually take over the island, keeping hostages. Montgomery has lost his mind and is promoting hedonism amongst the mutants. Drunk, he sits in Moreau's former throne and is killed by Azazello while watching a mutant orgy. Hyena-Swine's group continues to rampage around the island. Azazello hangs Aissa out of jealousy before being executed by Hyena-Swine, being viewed as a threat to his dominance. Douglas survives by telling Hyena-Swine to impose his leadership and be "God Number One" among the others of his faction, causing Hyena-Swine to kill his supporters. Eventually, M'Ling, another one of Moreau's sons, triggers an explosion that causes Hyena-Swine to lose his gun and allows Douglas to escape. Outnumbered and defenseless, Hyena-Swine retreats into the burning building and dies. Peaceful-minded mutants see off Douglas, who leaves on a raft. The hybrids now want to return to their natural state of being and are in favor of ending Moreau's work.

The film opens with the text: It is the day after tomorrow. The ultimate nuclear defense system has been perfected. Security has been achieved. Global conflict is now unthinkable. Day 407 of the Nemesis Mission as three astronauts man a secret space station armed with nuclear weapons. World tensions are rising after a United States transport ship secretly transporting nuclear Tomahawk missiles was hijacked by Libyan terrorists. News reports indicate one of the nuclear missiles landed but did not explode in a Soviet city. Shortly afterwards, the crew lose all contact with the ground with news reports mentioning nuclear explosions in several Soviet cities, presumably from the stolen nuclear missiles. They observe what appears to be a nuclear exchange between the United States and the Soviet Union on Earth. A month later, the crew continues to hold out for hope of survivors and debate what they should do. Cecil Howe (Tim Choate) receives a broadcast from his wife whose rural community escaped the initial bombing. Unable to respond, he listens as his wife describes how many residents, including his sister, were blinded by the nuclear explosion. How radiation sickness is ravaging the survivors, that she is sick, and their infant child has also died. Two months later, the spacecraft's guidance system is mysteriously reprogrammed, forcing the crew's return to Earth. The crew set their remaining nuclear payload to explode in 60 hours and all but one missile properly jettisons. The spacecraft lands considerably off-course, on a beach in eastern Nova Scotia, Canada. Eva Jordan (Kate Lynch) is knocked unconscious on impact. Hearing knocking on the capsule, Howe and Walker (John Walsch) attempt to dig out believing they have been found by survivors. However, Walker is quickly pulled out and eaten by the "terminals": humans crazed by radiation poisoning and starvation. Several hours later, Howe leaves a message for a still unconscious Jordan and ventures out in search of help. He soon encounters Vincent "Vinny" Mckinnon (Maury Chaykin), a survivalist who has fortified his house with barbed wire and booby-traps. Howe attempts to use the four months supply of food in the capsule as a bargaining chip. He then meets Jacelyn "J.J." Jameson (Lenore Zann) who is being kept prisoner by Vinny. Using an armor-plated tractor, the group heads back to the beach to find the capsule but are ambushed by survivors from a nearby military fort. Both the capsule and the group are taken to the fort that is being run by Gideon Hayes, (Kevin King) J.J's boyfriend and son of a high-ranking naval officer. While attempting to flee to a government shelter, the group's helicopter is taken out by an electromagnetic pulse (EMP) from the nuclear explosions. The only survivors are Gideon, J.J., Marine Corporal Lacey, and Boomer who is a Navy technician paralyzed by the crash. Using satellite equipment taken from the helicopter, it was Boomer who was able to force Howe's space station to crash at the beach. By using equipment from the salvaged capsule, Gideon finds an active survival station to seek shelter from the radiation and fallout covering the globe. Gideon estimates that everyone in the area will be dead in two months when the winds blow denser fallout clouds to the area. The following morning Gideon places Howe, Jordan, Vinny, and J.J. through a kangaroo court. All are found guilty by unanimous vote and sentenced to hang. As they prepare for the hanging, Boomer has crawled to the stand and plans to use a revolver to shoot Gideon. Howe bluffs to have his life spared in exchange for pulling the lever to hang the others. During the ensuing chaos, Howe is able to escape while Boomer is killed. Jordan is released to treat Gideon's gunshot wound and negotiates the release of the others. Jordan tries to murder Gideon but gets killed in the process. Howe uses Vinny's armored tractor to free Vinny and arms the camp's prisoners. Gideon, Lacey, and J.J. try to escape on a sailboat while Howe swims after them. During the ensuing fight, Gideon and Lacey are thrown overboard. Both return to the camp to find most of the inhabitants have been killed with only a dozen guards left. Gideon points at the capsule's nuclear silo and asks "Wait, shouldn't all of those be empty?" As the timer reaches zero, Howe, Vinny, and J.J. observe the nuclear explosion from their sailboat now out at sea. The sailboat floating in the ocean fades as text on the screen reads: The final victory has been won. Mankind can now rest in peace.

In 2044, computer hackers destroy the research records of Ambro, the largest and most powerful drug company. Before he can be caught, the lead hacker injects himself with a drug and disappears. Twenty years earlier, Frank Grieves, a former addict and current police officer, discovers a body at Ambro's corporate headquarters. Perplexed as to why his DNA scanner can not identify the body, Grieves becomes obsessed with solving the mystery. The only clue he has is the word " Morlock " hidden on the body. Grieves' superior, Nolan, does not approve of his investigation and instead orders him to work on busting the few remaining street dealers, who operate a shrinking black market since the legalisation of all narcotics. When Grieves continues his investigation, Ambro puts pressure on the police to rein him in. Eddie Rankin, Grieves' friend and a medical examiner, tells him that an unidentified drug was found in the man's body. Before Grieves or Rankin can examine it further, Ambro has the body destroyed. Against orders, Grieves returns to the site of the crime in search of more clues, where he recovers a young woman, Eva Gray, who has apparently been targeted for assassination by unknown forces. Grieves saves her life, only to find that Gray's assailant has disappeared into thin air. Grieves attempts to find a place to hide Gray, but his estranged wife, Angie, refuses to help. Gray, who is also unidentifiable, escapes his custody when he is distracted. When pushed, Rankin reveals he knows a scientist, Yuri Sidorov, who may be able to identify the unknown drug. After paying off Rankin's debt to Sidorov, the scientist tells him to return in twenty-four hours. After experiencing further obstruction from Ambro's security and his superiors, Grieves returns early to demand answers from Sidorov. There, he finds Gray, who, after Grieves threatens to harm Sidorov, reveals that she is a time-traveller from 2044. Because she is yet to be born, she has no record in Grieves' DNA database. Grieves dismisses this as the ravings of a junkie and demands to know what Ambro has planned, which he believes may be an experimental drug codenamed "Morlock". Although taken aback that he knows of the word, Gray sticks to her story. Ambro attacks Grieves as he transports Gray. Suddenly, reinforcements appear out of nowhere, disable Ambro's security forces, and disappear with Gray after injecting her with a drug. After Ambro goons attempt to kidnap his son, Grieves realises that the body he found earlier is the adult version of his 9-year-old son, Ben. "Morlock" is a code word based on The Time Machine, a book that Grieves gave to Ben. Now believing Gray's story, Grieves seeks help from Rankin, who refuses to become further involved. After Grieves leaves, Ambro orders the police to kill Rankin and kidnap Sidorov. Grieves has his family flee the city, and, after confronting Nolan, Grieves is also captured. Todd Ambro explains that they need Ben, as he will perfect their time-travelling drug, which is currently flawed in a way that prevents people from staying long in their destination unless they are dead. Ambro demonstrates by killing Sidorov and sending his body elsewhere in time. Desperate to protect his company's future, Ambro demands the police torture Ben's location from Grieves. After the others leave, Nolan sets Grieves free, saying that he knows Ambro will kill him next as a security threat. Nolan proposes they work together to escape, but Grieves instead forces one of Ambro's scientists to inject him with the time-travelling drug. Suddenly in 2044, Grieves speaks to his now-adult son and reinforces how important his mission is. Back in 2024, Grieves once again discovers the body at Ambro's headquarters, but this time it is his own body, not his son's.

Rancher Cole Hillman seeks the help of college president Elgin Clark to combat thousands of rabbits that have invaded the area after their natural predators, coyotes, were killed off. Elgin asks for the assistance of researchers Roy and Gerry Bennett because they respect Cole's wish to avoid using cyanide to poison the rabbits. Roy proposes using hormones to disrupt the rabbits' breeding cycle and takes some rabbits for experimentation. One is injected with a new serum believed to cause birth defects. However, the Bennetts' daughter Amanda loves the injected rabbit, so she switches it with one from the control group. Amanda is then given the injected rabbit as a pet, but it soon escapes. While inspecting the rabbits' old burrowing areas, Cole and the Bennetts find a large, unusual animal track. Meanwhile, Cole's son Jackie and Amanda go to a gold mine to visit Jackie's friend Billy, but find him missing. Jackie finds more of the animal tracks in Billy's shed, while Amanda goes into the mine and runs into an enormous rabbit with blood on its face. Screaming in terror, she runs from the mine. Mutilated bodies begin to crop up around town, including those of Billy, a truck driver, and a family of four. Elgin, the Bennetts, Cole, and Cole's two ranch hands Frank and Jud go to the mine to try to kill the rabbits with explosives. As Elgin and Frank set charges on top of the mine, Roy and Cole enter the shaft to get pictorial evidence. Outside, a rabbit surfaces and attacks Jud before Gerry can shoot it. Roy and Cole escape the rabbits in the mine and run outside as the explosives are detonated. The explosives fail to kill the rabbits, and that night they attack Cole's ranch, killing Jud while Cole, Frank, Jackie, and Cole's housekeeper Dorothy escape into the storm shelter. The rabbits make their way to the general store, killing shopkeeper Mildred and eating and killing everyone else they find in the small town of Galanos before taking refuge in the buildings for the day. In the morning, Gerry and Amanda leave to avoid the coming press, but get stuck along a sandy stretch of road. Roy and Elgin update Sheriff Cody on the situation and, after realizing the rabbits have escaped the mine, call in the National Guard. As night falls, the rabbits leave Galanos to continue their rampage, making their way to the main town of Ajo and eating and killing everyone in their path. Cole proposes using a half-mile wide stretch of electrified railroad track as a fence to contain and kill the rabbits. They recruit a large group of people at a drive-in theater to help herd the rabbits with their car lights, with assistance from the machine gun fire of the National Guard. Thousands of rabbits make their way into the trap, where they are shot and electrocuted. At the film's ending, Cole tells Roy that normal rabbits, as well as coyotes, have returned to the ranch.

To stop a solar flare from destroying the Earth, Steve Kelso is tasked to drop an artificially intelligent bomb on the Sun from the spaceship Helios. Arnold Teague, who believes the danger to be overstated, attempts to sabotage the mission so he can profit from the panic. Teague's agents on Earth clash with Kelso's father, Admiral "Skeet" Kelso, and his son, Mike.

In a distant galaxy, a starship searches for the evil Count Zarth Arn. Closing in on a planet, the ship is attacked by a mysterious weapon which drives the crew insane. Three escape pods launch, but the ship crashes into the atmosphere of the planet and is destroyed. Meanwhile, smugglers Stella Star and Akton run into the Imperial Space Police, led by robot sheriff Elle and Police Chief Thor. Akton and Stella escape by jumping into hyperspace. When they emerge, they discover an escape pod from the attacked starship, and in it, a disoriented survivor. The police track their hyperspace trail and apprehend them. Tried and convicted of piracy, they are sentenced to life in prison on separate planets. Stella escapes from her prison, but Elle and Thor recapture her, only to inform her the authorities have canceled her sentence; she is taken to an orbiting ship, where she is reunited with Akton. They are contacted by the Emperor of the Galaxy, who thanks them for recovering the starship survivor. The Emperor orders Stella and Akton to find a secret weapon of immense power which Count Zarth Arn has hidden away. They are offered clemency if they help find two more missing escape pods as well as the mothership, one of which may contain the Emperor's only son. Accompanied by Thor and Elle, Stella and Akton arrive at the location Akton computes for the first escape pod. Stella and Elle take a shuttle and land near the pod on a beach. There are no survivors. Stella meets an Amazonian warrior tribe and is escorted to their underground fortress. On arrival, Elle is ambushed, shot and left for dead, and Stella is taken before Amazon Queen Corelia, who is in league with Zarth Arn. Elle, revealed not to have died, makes his way to the throne room, taking Corelia hostage to secure Stella's release. They escape, but the queen activates a giant robot which chases them until they are rescued by Akton and Thor. On an uninhabited, frozen planet, Stella and Elle investigate the mothership crash site. They find no survivors. Upon their return to the ship, Thor, who has ambushed and apparently knocked out Akton, reveals that he is an agent of Zarth Arn. Thor locks Stella and Elle outside on the planet's surface, where the temperature drops thousands of degrees at night. Elle preserves Stella's life by using his energy to keep her heart going while they freeze over in the snow. Akton revives and battles Thor, killing him and subsequently rescuing Elle and Stella. Approaching the planet of the third escape pod, their ship comes under attack from the weapon which downed the starship. Akton steers the ship through it, saving them. Stella and Elle, inspecting the pod wreckage, are attacked by cavemen who smash Elle to pieces and abduct Stella. The Emperor's son, Prince Simon, arrives and rescues her by firing lasers through his eyes. They are again attacked and overpowered by the cavemen, but Akton appears and fights them off with his laser sword; he then reveals that they are standing on the Count's weaponized planet. Arriving at an underground laboratory, the three are captured by guards. The Count appears and reveals his plan to use them as bait to bring the Emperor to the planet and then have his weapon self-destruct, destroying the planet, the Emperor and all three of them. He leaves, ordering his two robot golems to keep the group there. Akton engages them in a laser sword duel and defeats the robots, but is mortally wounded by one of them and fades away, thanks to Simon's assistance, which helps to continue the duel with one of them. The Emperor arrives and fires a green ray from his flagship to "stop time" for three minutes, allowing them all to escape as the planet explodes. A battle commences between the Emperor's armada and the Count's, with the Emperor's soldiers storming the Count's space station. The attack fails and the victorious Count gets ready to destroy the Emperor's home planet. The Emperor decides to ram the Count's space station with a massive space station, the Floating City, in a 4th dimensional attack, “Starcrash”. Elle has been rebuilt by the Emperor's men. Stella and Elle fly the City towards the space station and escape together just as their station crashes into the Count's, winning the war. Stella and Elle are picked up by Simon and the two humans embrace. The Emperor delivers a victory speech.

Mourners gather around an old man (Lugosi) at his wife's grave site as an airliner overhead flies toward Burbank, California. Pilot Jeff Trent and his co-pilot Danny are startled by a bright light, accompanied by a loud noise. They see a flying saucer land in the cemetery near Jeff's house, where two gravediggers are killed by a ghoul (the reanimated wife of the old man). Lost in grief, the old man is struck and killed by a car in front of his home. Mourners at his funeral discover the gravediggers' corpses. When Inspector Daniel Clay and his police officers arrive, Clay goes alone into the cemetery to investigate. Jeff tells his wife, Paula (the old man's granddaughter), about his flying saucer encounter, saying that the Army has sworn him to secrecy. Another saucer lands, and a powerful swooshing noise knocks the Trents, and the police officers in the cemetery, to the ground. Inspector Clay is murdered by the ghoul and her husband's now-reanimated corpse. Lieutenant Harper says: "But one thing's sure. Inspector Clay is dead, murdered, and somebody's responsible!". Newspaper headlines report flying saucer sightings over Hollywood Boulevard, and three of them fly across Los Angeles. In Washington, D.C., the military fires missiles at several saucers. Chief of saucer operations Thomas Edwards says the government has been covering up saucer attacks. The aliens return to their Space Station 7, and Commander Eros tells the alien ruler that he has been unsuccessful in contacting Earth's governments. Eros recommends "Plan 9", the resurrection of recently deceased humans. Concerned about Paula's safety, Jeff urges her to stay with her mother while he's at work, but she refuses. That night, the undead old man breaks into their house and chases Paula outside, where the female ghoul and Inspector Clay join him. Paula escapes, collapsing in the woods while the three ghouls return to Eros in the saucer. At the Pentagon, General Roberts tells Edwards that aliens have been telling the government that they are trying to prevent humanity from destroying the universe. Roberts sends Edwards to San Fernando, where most of the alien activity has occurred. The zombified Inspector Clay goes berserk and attacks Eros, nearly killing him. The ruler approves Eros's Plan 9 to raise armies of the dead to march on Earth's capitals. Edwards and the police interview the Trents, unaware that the flying saucer has returned to the cemetery. Officer Kelton encounters the old man, who chases him into the Trents' backyard. Eros's long-distance ray strikes the old man, reducing him to a skeleton. Edwards, the Trents, and the police drive to the cemetery. Harper insists on leaving Paula in the car; Kelton stays with her. Eros and Tanna (his fellow female alien) send Clay to kidnap Paula and lure the other three humans to the saucer. Seeing its glow, Jeff and the police approach it. Clay knocks Kelton unconscious and carries Paula into the woods. Eros lets Jeff and the police enter the saucer with pistols drawn. He tells them that human weapons development will lead to the discovery of the "solaronite" bomb, a substance that explodes sunlight particles. Such an explosion would set off an uncontrollable chain reaction, destroying the universe. Eros believes that humans are immature and stupid; he intends to destroy humanity, threatening to kill Paula if Jeff and the police try to stop him. Kelton and Larry arrive and see Clay near the saucer carrying the unconscious Paula. They sneak up behind Clay and knock him out with a club. Eros says that Clay's controlling ray has been shut off, which released Paula. He and Jeff have a fistfight inside the ship, and the saucer's equipment is damaged and catches fire. The humans escape, and Tanna and Eros take off. The fire consumes the saucer, which explodes, and the two remaining zombies decompose into skeletons.

The film essentially follows the storyline of the Soviet original, with Rathbone and Domergue replacing two Soviet actors in roles as space-station monitors of the primary action. The rest stars the remaining Soviet actors dubbed into English. In this retelling, it is 2020 and the Moon has been colonized. After traveling 200,000,000 miles, the first group of men land on Venus, where they find a mist-shrouded prehistoric world in which the crew are attacked by various monstrous creatures and giant plants.