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Dr. Carl Stoner (Martin), a herpetology, sells a mysterious creature in a crate to a carnival owner. He later hires college student David Blake (Benedict) as an assistant, claiming that his previous assistant had left town to attend to a sick relative). Unbeknownst to David or anyone else, Stoner is a delusional man, convinced that humanity is doomed and is attempting to prepare for what he believes to be the inevitable by working out a method of transforming humans into reptiles that can survive pollution and any other ecological disaster that would wipe humanity out.