Group of heroin smugglers finds shelter on abandoned oil rig after their ship had exploded. Soon they find that the oil rig was just cover for biological experiment. One of the results is Charlie - shape-shifting monster with ability to absorb the memory of its victims. However, even such creatures have their own bad habits.

When new teacher Steve Drake joins the faculty at a school for special-needs students, his unorthodox instruction methods raise eyebrows. But attitudes begin to change when he makes a connection with a particularly unruly student.