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Innobotics Corporation has various researchers working on synthetic materials, robotics, and artificial intelligence, but they each work in separate areas of the facility and none are privy to the ultimate goal of their individual work. Synthetic skin expert Frank Hellner is brought in on the secret and invited to participate in the research.

Opening narration[]

Poets argue that you are truly alive if you possess the ability to feel and love. Scientists, on the other hand, choose to define life in terms of proteins and carbon building blocks. But what happens when these two beliefs come crashing together?


Valerie-23 1 orig

Valerie 23 (Sofia Shinas) is the latest development from the Innobotics Corporation. She is designed to be attractive, helpful, and a perfect companion for a disabled man. Although he is the ideal test candidate, due to his condition and qualifications, Frank Hellner (William Sadler) is extremely reluctant to take part and wants nothing to do with Valerie. Nevertheless, he eventually agrees to a one-week test period.

Valerie proves to be an excellent caregiver, and more. Over the course of the test, Valerie becomes increasingly affectionate and Frank eventually gives in. After the sexual encounter, Frank explains to Valerie that he thinks it was a mistake. Frank begins to grow closer to his physiotherapist Rachel (Nancy Allen), and she invites him to a bar. Valerie responds by displaying more human traits such as anger and envy. After following Frank and Rachel on a rock climbing outing, Valerie attempts to dispose of her rival Rachel and is shut down before being returned to Innobotics.

Frank decides that he must speak to Valerie before she is dismantled and asks for her to be reactivated. While restrained at Innobotics, Valerie tries to explain her feelings for Frank and rekindle the relationship, but to no avail. Valerie escapes, follows Frank and again tries to kill Rachel. Frank is forced to destroy Valerie with an electric shock. As she lies dying, she tells him that she is afraid to die. Earlier, Frank had been told by Rachel that anything that fears its death is alive.

Closing narration[]

The pursuit of technology exists to make human life easier and more pleasurable. But once such forces intrude upon the most intimate parts of our lives, will we then forfeit our very soul?


As shown in the release of a compilation edition "Sex and Science Fiction", this episode set a racier tone with more sexual content for the Outer Limits revival as opposed to either its own original series or its "competitor" The Twilight Zone. This would continue throughout the revival series.