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At a top-secret Utah facility headed up by Dr. Xavier Fitch (Ben Kingsley), scientists have created "Sil" (Natasha Henstridge), a half-human, half-alien product of experiments with DNA codes obtained from beyond the stars. Unfortunately, Sil has escaped. Her primary objective is to mate, and, with the ability to transform herself into an incredibly powerful alien creature, puny humans can't stop her. So Dr. Fitch calls in a quartet of specialists (Forest Whitaker, Michael Madsen, Marg Helgenberger, and Alfred Molina), to attempt Sil's capture. At the same time, Sil is leaving a trail of mostly male corpses in her hormonal wake.