The year is 2036 and aboard the space station ULC53 the enigmatic Dr. Daniels (Kinski) is conducting illegal experiments in robotics, aiming to develop the perfect android in the form of the beautiful Cassandra (Kendra Kirchner). Assisting the doctor is Max 404 (Opper), an early-model android, who is threatened with obsolescence by Cassandra. In his spare time, Max studies the history of the 20th Century through old records and films, and dreams of visiting Earth, where an android revolt has resulted in robots being outlawed.

When three escaped convicts invade the space station, Max discovers he has sexual feelings for one of them, Maggie, and decides to help the trio of fugitives return to earth. Meanwhile, Dr. Daniels is turning the disruption to his advantage as he continues his experiments - experiments that are revealed to have a sinister motive that could threaten the future of mankind.