The minds innermost fears become reality for the crew members of the Quest when they land on the barren planet Morganthus hoping to find the missing crew members of the starship Remus only to discover something deadly waiting for them. Each member of the rescuing team must come face to face with their darkest fears or perish. The cast onboard the Quest includes Edward Albert, Erin Moran, Ray Walston, Robert Englund, Zalman King, and Sid Haig.