Troy (Bill Scott), a suicidal office employee, forms a bond with Lorri (Lulu Benton), a crisis counselor with a secret necrophiliac obsession. The two make a secret pact: Lorri will help Troy kill himself, if she can have her way with him afterward. But, as they prepare to go through with the deed, Troy's feelings for Lorri begin to grow, putting a strain on their seemingly ideal arrangement, as Troy wonders if he really does want to give his life (and Lorri) up.

Europe, the late 19th Century: Janick is a brilliant but ultimately doomed young doctor in a remote town under the black cloud of a great Plague. His radical theories about life and death make him an outcast, driving him from his position at the medical college and from his beloved Esmeralda, into exile. Soon after Janick disappears Esmeralda becomes sick, and without his help, shortly dies. Enter a mysterious masked figure who exhumes her newly deceased body, takes her back to his remote lair and begins performing experiments upon it. Waking to find herself given a new life, Esmeralda slowly begins to re-learn the simple acts of life: eating, walking, dancing... all under the watchful tutelage of her mysterious savior. As awareness slowly creeps back into her psyche, she begins to wonder what his true motivations are.