Logline: An intelligent young boy tries to revive his dying girlfriend by implanting a robotic microchip into her brain, only to discover too late that he's turned her into a terrifying monster seeking revenge on those who wronged her.
Plot: Paul Conway is a smart but troubled teenager who is dealing with the divorce of his parents and the death of a classmate that he accidentally caused at his previous school. Paul, his newly single mother Jeannie, and BB, a robot he built and his only friend, move to the town of Welling, with the opening credits playing. Paul now has to attend Mason High School, where he studies neurology with Dr. Henry Johansson as part of his extracurricular activities.
Paul and BB become friends with Tom Toomey, a classmate on the bottom rung who's nicknamed “Slime” because he's the son of the town's funeral home director. However, Paul is mocked and despised by the rest of the town, being called a troublemaker and a spectacle and chastised for being an agnostic. Bullies at school tease him for being overweight, nicknaming him “Piggy,” and insult BB.
While cleaning the front yard one afternoon, Paul meets his next door neighbor, the beautiful Samantha “Sam” Pringle. The two instantly befriend one another and Paul finds himself falling head over heels in love with her. However, back home, Sam is physically, psychologically, and sexually abused by her father Harry, who lets his rage out on Sam because of his wife Grace having an affair and leaving him due to his violent ways.
He treats Sam more like a housewife than he does his daughter, making her cook and clean for him. When he abuses her, he doesn't see her as Sam so much as he sees her as Grace. Harry is also an alcoholic, drinking heavily at the local pub every night. Sam is further hurt by the townsfolk knowing about the abuse but keeping quiet about it, rendering them complicit in her torment.
While walking around the neighborhood one day, Tom, Paul, and BB encounter ill-tempered recluse Elvira Williams, who threatens them with a shotgun and expresses instant dislike for BB. The three get into trouble one day after school with a gang of bullies, led by Carl Denton, who threatens them with a knife and finally decides to leave them alone when BB, wanting to protect his creator and friend, violently assaults him.
At night, Sam delivers a housewarming gift to Paul and Jeannie as Paul takes Sam on a tour around his new house. Harry then comes by looking for her and angrily takes her back home. Harry's abuse leaves Sam with bruises that she attempts to cover up whenever she visits Paul. Sam reveals to Paul that she can't bring herself to tell the authorities about the abuse because she fears what he would do if she did and he found out about it — killing her — as well as knowing that the townsfolk will stay silent about the abuse.
Sam tells him about her mother Grace abandoning her and her hatred towards both her and Harry, even wishing that Grace would die a horrible death. Paul sympathizes with Sam as his estranged father Tony cheated on Jeannie with another woman before they divorced. After Paul comforts her, they both admit that they have feelings for one another and share their first kiss, which leads into them developing a romantic relationship, beginning with them having a picnic together during the weekend.
Paul, Sam, and Tom plan on pulling a Halloween prank on Elvira. Harry overhears their Skype chat about it and heads over to Elvira's house, paying her to destroy BB since they both share hatred towards him. On Halloween night, BB cracks the padlock gate combination on Elvira's chain-link fence open and Sam rings the doorbell. As alarms go off, Paul, Sam, and Tom hide in the shrubbery. BB stands near the porch, reluctant to leave. Elvira pulls her shotgun on him and shoots him, destroying him and satisfying Harry. BB's death devastates Paul and makes Tom feel especially guilty.
This leads into a montage of Paul being depressed and grieving the loss of his beloved friend. Afterwards, Sam finds him sitting alone on a bench and comforts him by offering him her childhood stuffed dog, Chester. Paul appreciates it and the two kiss. One day at school, Carl tastelessly mocks BB, which provokes Paul into fighting him in the cafeteria, thus getting both of them suspended for a week. However, to cheer him up, Jeannie drives him home to reveal that Tom and Sam have put together a funeral service for BB. Tom acknowledges that he owed him one, and Paul forgives him.
Paul and Sam's relationship continues to bloom as time goes by. One night, Sam comes over to Paul's house and they lovingly dance together in his living room. When she sleeps in his bedroom that night, he has a nightmare about the incident at his former school. His classmate was a boy named Bertram Lennard, who was constantly giving Paul a rough time and always making fun of BB. One day in class, Bertram and Paul got into a fight. Paul accidentally knocked over a tube filled with liquid chemicals. Bertram dropped his lighter on them, causing a fire that fatally burned him. Paul has had nightmares about it ever since, feeling guilty for Bertram's death and haunted over the fact that it was his fault.
As Sam returns to her home, a drunk Harry is outraged that she has come back home so late. He asks her if she and Paul were “fooling around,” the mere thought of which deeply enrages him. When Harry violently beats her and tries to rape her, Sam retaliates by hitting him in the head with his beer bottle. She runs away from him, but she's cornered near the staircase leading to the basement. Harry then slaps her twice and pushes her down the stairs, where upon impact, the tumble and fall render her unconscious.
Sam is taken to the hospital, where a doctor tells Paul that Sam is brain-dead and will be put on life support for twenty-four hours until the plug is pulled. A distraught Paul runs away, overwhelmed by the thought of losing her. After Jeannie comforts him, Paul then remembers that BB's artificial-intelligence microchip can interface with the human brain, so he concocts an idea to use the chip to bring Sam back to life.
Convincing a reluctant Tom to help him, the two enter the morgue and retrieve Sam's body. The body is then taken to Johansson's lab, where he inserts the microchip into Sam's brain. During a storm outside, lightning strikes the building and goes into the microchip. After finding himself waking up in his room, Paul is visited by Tom, who reveals to him that he took him to his room after the strike knocked him out unconscious and that Sam is hiding in the equipment shed at the school's football field. The two find and awaken her. Her resurrection was caused by a combination of the microchip and the lightning, but her mannerisms are completely mechanical, meaning that BB is now in control of her mind and body.
Keeping Sam a secret from Jeannie and the rest of the town, Paul takes her back to his home and helps her re-learn how to act human. He also bathes her to get rid of the increasingly foul smell and gives her a set of clothes for her to wear. However, Sam's body decomposes as time goes by, with yellow pus oozing out of her eyes, a scarred and rotting face, wires sticking out of her head and forming itself around her hair, and skeletal toes. Blue eye shadow also forms itself around her eyelids. Even as her body falls apart, Sam continues to adapt to her new form and manages to show greater skill at movement and understanding.
The town police arrive at Sam's house one afternoon and inform Harry that her body has disappeared, with some officers suspecting that Harry stole her corpse and is also the one responsible for her death. Meanwhile, Jeannie, who's currently going out with Peter Bayard, the principal of Mason High, struggles with giving Paul space and wanting to mother him and also struggles with dating Peter and wanting Tony back in her life.
This, along with Paul trying to keep Sam a secret, ends up putting great strain on their relationship. One day while visiting Dr. Johansson, Paul asks him if he's ever thought about life after death. Johansson, a devout Catholic, believes that science should be concerned with implementing life and not replacing life, telling him that man would have to pay the ultimate price for even so much as trying to play God.
At night, while Paul's asleep, Sam returns to her house to avenge her death at Harry's hands. When Harry hears a noise in the cellar, Sam attacks him by pushing him down the stairs, the same way he did when he killed her, knocking him unconscious. When he wakes up in Sam's room, he's shocked to discover that his daughter is somehow still alive. She responds by grotesquely twisting his wrist, breaking it and causing him to let out a frightened scream. Horrified, he pleads with Sam not to further hurt him and that her death was just an accident. Sam seems to understand at first, but then kills him by brutally stomping on his head repeatedly and crushing his skull.
After finishing off her father, Sam now targets Elvira Williams. Elvira quickly catches a glimpse of Sam outside her bedroom window, but thinks it's just her imagination. Elvira also finds her shotgun missing. After looking outside her kitchen window to see her fence gate open, she turns around slowly when she hears someone cocking her shotgun and Sam, having broken into the house, shoots and decapitates her, the same way BB was offed on Halloween.
Paul wakes up in the middle of the night, after having a nightmare where Sam stands beside him covered in blood, and discovers that Sam is gone. Paul convinces Tom to help him search for Sam and they end up discovering Harry and Elvira's corpses. They eventually come to the conclusion that Sam is going on a murderous rampage to right the wrongs committed against her, Paul, and BB. Jeannie, coming home late from work, discovers what's been going on with Paul and Sam and calls out Paul for his entitlement and turning Sam into a monster.
Wanting to put an end to this, Tom leaves to contact the police, which leads into him getting in a fight with Paul. Seeing their fight through the attic window, Sam jumps out and attacks Tom, fatally stabbing him in the chest with a shard of glass, with Jeannie intervening. Paul convinces Sam to stop, but not before she tries strangling him. Sam, quickly coming to her senses, lets him go and then runs away, her vision constantly switching between human and robotic. While Jeannie stays with a dying Tom, Paul goes after Sam. Paul is soon confronted by Carl, who gets into a fight with him. Carl gets killed by Sam by being brutally stabbed in the back and through his heart with a lug wrench.
With the police discovering her, Sam causes chaos in town, injuring and killing several people in the process. As police vehicles chase after her, she angrily pummels the street with her fists, crushing it and letting out an earth-shattering scream — a horrific hybrid of human and robotic. This sends the vehicles launching backwards, flying into the air and crashing into one another in a glorious frenzy of mayhem and destruction. Paul, surviving nearly getting crushed, walks towards her and tries to comfort her. Sam, struggling to communicate, finally lets out a barely audible yet frightened plea for help, which shocks Paul:
As her vision keeps switching back and forth, Sam runs back to Paul's shed, afraid and confused. Paul finds her and tries to persuade her to let him get them help but fails. A distraught Paul apologizes to her and starts sobbing, feeling guilt and remorse over his decision to resurrect her. Resenting himself for using her as a vessel for BB, Paul calls himself a monster. Sam then tenderly says his name, now being in control again instead of BB, and the two embrace.
However, BB takes control of her again when they're discovered by the surviving police, resulting in the officers' deaths at her hands. Paul and Sam then steal a police car and drive to the bridge, getting in an accident that renders them momentarily unconscious. Paul crawls out after waking up and drags Sam with him. Believing she might be better off dead, Paul says goodbye to her. However, Sam suddenly wakes up, vomiting blood and having regained her humanity. But knowing she's about to die a second time, she asks Paul to come with her into the afterlife.
Paul, realizing that their love for one another outweighs everything else, decides to go with her. Sam jumps first, with Paul following her shortly afterwards into oblivion. The film's final shot before cutting to black and initiating the end credits is that of a slow-motion shot of Paul's hand as he's diving into the river, with his fingers interlocking with Sam's just as her hand emerges out of the freezing waters.
Alternate Ending #1: When Paul and Sam are discovered by the surviving police, she tries to run away, only to find herself surrounded by more officers. She sees them restraining Paul from going near her and calls out his name in her human voice. One officer aims his gun at her, warning her to not move. As her vision continues switching back and forth between human and robotic, Paul relents his attempts at getting past the police and tells Sam to do as they say. Finally back in control over her mind and body, Sam puts her hands over her head.
At the station, Paul's explained everything to the police, who tell him that he's lucky that no one's decided to press charges against him for what he's done. Paul asks if he can see Sam, and they reluctantly allow him to, telling him to make it short. Paul visits Sam in her cell and once again apologizes for his actions, which she accepts. Sam has trouble adjusting to the fact that she's killed people, including her own father, and confesses that everything feels so wrong now that she's alive again.
However, she also tells him that she's been getting better at retaining control of herself, and Paul reassures her that she can fight this. Just before he leaves her cell, Sam gives him a tender kiss goodbye and tells him not to ever forget about her. Paul and Jeannie exit the station and drive back home, the somber looks on their faces acknowledging that their lives will never be the same again after all of this. Back in her cell, Sam tries to get some sleep, only to be awakened by BB trying to take control of her once again, her vision turning robotic, but she refuses to let him dominate over her and her vision switches back to human.
Alternate Ending #2: When Paul and Sam are discovered by the surviving police, she tries to run away, only to find herself surrounded by more officers. She sees them restraining Paul from going near her and calls out his name in her human voice. One officer aims his gun at her, warning her to not move. As he and another officer become more aggressive with Paul, Sam runs towards him, trying to protect him. Fearing being attacked, the other officer pulls out his gun and shoots her in the chest.
A distraught Paul runs to be with her. As the two officers try to come towards Paul, he heatedly lashes out towards them and tells them to stay away from her. Other officers try to restrain him, but Jeannie demands they let go of her son and says that they've done enough. She comforts him as he cradles Sam in his arms. Sam says his name one more time before dying a second time.
At the morgue, a coroner puts Sam's corpse on a stretcher and rolls it into a storage locker, closing it shut before heading off for the night. However, as he leaves the morgue, a bright white light flashes on inside the storage room and spills from beneath the door. Paul wakes up in his room, to see Sam, having escaped the morgue, at the foot of his bed. She says his name before the film cuts to black, leaving it ambiguous as to whether this is real or if this is just a dream.
Soundtrack: “Young Boy” by Paul McCartney, “You're My Best Friend” by Queen, “Northern Sky” by Nick Drake, “Can't Get It Out of My Head” by Electric Light Orchestra, “(Don't Fear) The Reaper” by Blue Öyster Cult, “Wish You Were Here” by Pink Floyd, “Wonderful Tonight” by Eric Clapton, “You Keep Me Hangin' On (Quentin Tarantino Edit)” by Vanilla Fudge, “I Don't Want to Live Without You” by Foreigner, and “Because the Night” by Bruce Springsteen & the E Street Band.
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