Professor Percival Marlowe is a brilliant, elderly astrophysicist who's dying, his greatest achievement still unfinished and now beyond his diminished means.
Doctor Carl Dorning, a neurosurgeon, finally discovers a secret method of transplanting memories from one person to another, thanks to Marlowe's millions.
Miguel Sanchez, a homeless boy, agrees to become the recipient of Marlowe's knowledge and personality in this unorthodox experiment, enticed by Dorning's promises of intelligence, wealth and respect but dangerously unaware that his own identity will be lost forever.
What results is a seesaw battle for control of Miguel's body as Marlowe learns to his dismay what his lifetime of arrogance and conceit has earned him. And when Marlowe stumbles upon the shocking procedure Dorning used in desperation to succeed, the professor does what he must to defeat Dorning and redeem himself at last.