Inane rip-off of RE-ANIMATOR (right down to the day-glo green serum), with nothing much to recommend for it except for some nudity and gore. Four college students are kidnapped by some crusty-faced monsters and their idiotic, alcoholic handlers and transported to an institution where the dastardly Dr. Divine (Ron Ray) helps old, wealthy people transplant their brains into young, healthy bodies. When one of the students, Gregg (Chris Crone), escapes and goes to the police, he is arrested as a drug addict. The next day the sergeant takes Gregg back to the institution to find out if his story is true. They are greeted by Dr. Divine's wife, Nurse Blaine (Melody Patterson of BLOOD AND LACE [1971]), and she shows them around, everything changed from the night before. Gregg escapes from the police and hides in the house of Agnes (Elmarie Wendel), whose son disappeared when the institution opened across the street a year before. Agnes agrees to help Gregg and goes undercover as a new patient of the clinic. Agnes gets a little too nosey and is attacked and chowed-down on by Gregg's brother Darrell (Greg Roche), who turns out to be one of Dr. Divine's failed experiments. Gregg breaks back into the institution with a gun, planning to put an end to the experiments, but falls through a trap door where all the creatures are kept. He blasts his way out of the lair (killing a female creature), but is kept prisoner in an adjoining cell. The doctors perform their experiments, throwing the leftover bodies into a giant meat grinder which feeds the creatures. In a final twist, the old Dr. Divine then has his brain transplanted in the much-younger Dr. Timmons (Steve Jamieson). Nurse Blair, who is having an affair with Dr. Price (Clarke Lindsley), blackmails Price into performing one more transplant. She wants the body of June (Bekki Armstrong, Playboy's September 1986 Centerfold), the last of the remaining college students. Gregg, meanwhile, talks his mutant brother into setting him free and he and the creatures run amok in the institution. Dr. Price, with the aide of a cattle prod, disposes of two of them into the meat grinder and thinks he kills Darrell with a shotgun. Gregg also gets thrown into the grinder but escapes in the nick of time. Darrell comes to to Gregg and June's rescue and throws Dr. Price into the grinder. The new Dr. Divine and the middle-aged Nurse Blaine escape and start up a new practice in a new town. Director Joel Bender, who also made the teen musical comedy GAS PUMP GIRLS (1979, with Huntz Hall!), the embarassing WITCH DOCTOR (1983), the vampire yawner MIDNIGHT KISS (1992) and the controversial KARLA (2005), infuses this film with absolutely no suspense, a little bit of humor and a storyline so hackneyed and familiar, that the viewer loses interest about 30 minutes in. The film runs 97 minutes. You do the math. There are sporadic spouts of gore and nudity, but not enough to sustain a feature-length film. Proceed at your own risk. An RCA/Columbia Pictures Home Video Release. Rated R. { text from critcononline.com }