Master Rattimor's apprentice, Razor, is desperate to open a small, metal box. The only key to the box, however, is a modified brain cell that only Master Rattimor knew how to create. In an elaborate plan to resurrect the master, Razor uses Alyssa and Katrine to obtain the three red memory clouds released from the master's brain before his death and direct them into an unwilling host. Razor's plan, however, soon falls apart; and while Alyssa and Katrine are struggling for survival against Razor's creation, Razor fights a different battle - a battle against his cowardice and a deadly substance.