An intrepid band of space explorers find that their greatest dangers come from within their own minds in this sci-fi film set in the 2001. The trouble lands when the UN exploration team lands on Uranus and discover that it is ruled by an evil entity that feeds upon their unconscious wants and fears. All of the men encounter their ex-girlfriends. One of them sees his hometown, which he sorely misses. Another is attacked by the giant rats that terrify him. The crew persists, find the alien and freeze it to death thus freeing them to flee their pasts.