FBI agent Lou Cazienza enters a hotel room in hopes of gaining information about a mysterious young man known only as Morpha. Bizarre and destructive creatures have appeared in the United States, yet no one knows where they came from or even how they are possible. When he realizes the woman he finds inside is a genuine alien from a futuristic world, he discovers the reality of the creatures and the presence of advanced technology known as bio-modification. The young alien musician retells the story of how she and her friends came to Earth with Morpha and unwittingly became embroiled in his ambition to use his technology to save the world from a nuclear war. Caz and his partner come face to face with Morpha's creatures in a surreal struggle on the streets of Las Vegas one fateful Halloween night on which all things become possible.