Young couple Scott and Mary are on their way to a Halloween party when their car breaks down, and they encounter a creepy castle where Dr. Frankenstein seeks to put Scott's brain in his monstrous creation. As for Mary, Count Dracula wants her for his mistress.

When two software entrepreneurs develop a method of extracting memories, one comes to regard their discovery as a Frankenstein monster that must be destroyed, and finds himself at odds with dangerous forces.