Visionary scientific pioneer Gordon Dunn unveils his newest invention to the world: it's a revolutionary device that's able to extract and record your memories and then play them back. When Dunn is then tragically shot in his office by an unknown assailant, Sam Bloom (Peter Dinklage) shows up at his home to give his condolences.
Dunn's widow Carolyn (Julia Ormond) invites Sam in and tells him the details of her husband's death. Shocked, Sam decides he's going to use Dunn's new invention to extract the memories of witnesses and possible suspects. However, his investigation leads him to dark and dangerous situations that may be more than he can handle.