Dr. Paul Holliston (Hudson) is a geneticist who has been living alone in his rambling clinic, which he operates out of his home, after the death of his wife in a car crash in which he was the driver. This leads to his feeling constant pangs of guilt from his sister-in-law Martha Douglas (Diane Ladd), who has become his assistant. What finally motivates Holliston to resume his medical work is another automobile accident where he is the driver; his car accidentally strikes and kills a dog one dark and stormy night. In the process of attempting, vainly, to save the dog’s life, he does manage to save one of her unborn puppies, utilizing a new serum which speeds up the growth and intelligence of the animal. But the dog develops a savage side to its personality. When Holliston manages to see what his discovery can offer the world, he applies the same technique to an unborn human. This unborn human to whom he applies the technique develops into a beautiful young woman (Carrera) who emerges, fully grown, from the incubator in two weeks. Holliston names her “Victoria” because he considers her a victory. Victoria Spencer, as Holliston introduces her, is highly intelligent, and she becomes Holliston’s protégé–the lessons culminating one night in sex. Unfortunately for Victoria, she displays a dark side. When the serum begins to have an adverse effect on her, she commences to age rapidly, and discovers that, owing to a flaw in Holliston’s research that he had mistakenly believed he had corrected, she requires serum from unborn fetuses to stay alive. The film ends with the dying Victoria announcing that she is going to have a baby, causing Holliston to scream “Noooooooo” in horror before he apparently has a “nervous breakdown.”