Krank (Daniel Emilfork), a highly intelligent but malicious being created by a vanished scientist, is unable to dream, which causes him to age prematurely. At his lair on an abandoned oil-rig (which he shares with the scientist's other creations: six childish clones, a dwarf named Martha, and a brain in a vat named Irvin), he uses a dream-extracting machine to steal dreams from children. The children are kidnapped for him from a nearby port city by a cyborg cult called the Cyclops, who in exchange he supplies with mechanical eyes and ears. Among the kidnapped is Denree (Joseph Lucien), the adopted little brother of carnival strongman One (Ron Perlman).