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As Jon (Shawn Welling and Michael Biehn) and Joy Ford (Tory Tompkins) move into the small town of DarkHorse, mysterious and supernatural occurrences threaten to tear the town apart. Teenage girl abductions and a chain of serial killings force good ol' boy Sheriff McElroy (Lee Majors and Larry Wade Carrell), the town's rugged symbol of justice, to use any means necessary to keep his beloved town from tumbling into chaos, and when Joy's nieces (Chachi Gonzales and Presley Bishop) are kidnapped, they must race to find the abductor, and in turn come face to face with a monster.

The film tells a story in the life of a young teenager from a broken Midwestern family who can not sleep. She believes a band of ragtag outlaws, who kills their victims in their dreams, will chase her down to her demise. The young teen Carrie Sane (Presley Bishop) visits a neurologist, Dr. Steve Blackburn, in hopes that he can cure the unstoppable seizures that she is plagued with day by day and monsters that haunt her at night.

An imaginative journey to Oz helps a young woman sheds some chrysalis in preparation for a big journey in this docudrama.

In a future world devastated by disease, Agent Croft (Chachi Gonzales), from AXI headquarters, is sent forward in time to deliver a cure, enclosed in a gray armored case, to one of the last surviving "Humans," in hopes of saving our race. Machine soldiers from the "Dark Army" chase down Agent Swift after breaking into the Human rebel hideout. Minutes remain to keep humanity "Alive."