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At the Millhaven Research Facility, an experimental serum to create the perfect soldier works too well on Sgt. Dodds (Simon Northwood), a war hero who becomes a murderous killing machine. Locking him up in the basement, Army Maj. Blevins (Michael Madsen) and scientists Stroheim (John Evans) and Lena (Deanna Dezmari) begin experimenting on four recent, useless Army recruits. The tests transform the losers and misfits into super-humans, who must then defeat Dodds when he escapes.