A man desperately clutching a small metal case is being chased down an alley by two well-dressed men, Vincent (Michael Tiernan) and Cole (Brian Jensen). He barely manages to evade his pursuers and stumbles into a homeless shelter run by Hope Wilson (Robbie Chong) and her mentor, Jack Parsons (Larry Musser).
Hope believes that there is something unusual about the injured and exhausted man. He looks run-down and appears to be a junkie, but his hands are soft and delicate and his fingernails manicured suggesting refinement and culture. The man Tom Cooper (Dale Midkiff) doesn't recall who he is, why he is being chased or by whom. The only thing he knows is that the case that he defends so violently contains five vials that contain all his memories, in crystalline form, as well as a specially designed injector that can delete or restore those memories. With Hope's assistance, he uses the injector to restore his memories (one vial at a time) in an attempt to piece together his identity. However, with each injection of memories, Tom's personality becomes darker and more sinister, and the return of memories increases exponentially. First, Tom recovers his unhappy childhood and adolescence, then his time in medical school and, then to Hope's dismay, his memories of his marriage to his high school sweetheart Paula. After the injection of the fourth crystal, Tom remembers, that his wife Paula was killed at by a random rapist and murderer. He also remembers that he was the doctor who developed a process to chemically delete and restore memories. Finally he recalls, that the government took an interest in his invention but perverted it and began testing his device on homeless people without his approval. He managed to escape but the government has sent agents to recapture him so that they proceed with experiments. Appalled at how his invention has been abused, and afraid that the last crystal will change him so radically that he would lose the new love he has found with Hope, Tom destroys the fifth crystal along with the knowledge it contains to replicate his memory device and processes. Tom vows to start life anew with Hope and forget all about his past. However, with the government in close pursuit, he may not have much of a choice.