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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.

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Assuming that Spencer must have told Tricia about the drug he attempts to kill her too, but fails.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 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.

Kress comes to believe that he is a god to his sandkings when they build sand structures that resemble his face (the face is looking across, unlike the Face on Mars, which is looking up.).

Bitten by one of the sandkings, his obsession peaks as he alienates his wife, son, father (Lloyd Bridges), and kills his former supervisor by throwing him in the sandking incubator, where the creatures—already starved by Kress as an experiment—quickly devour him.

He steals some sand containing Martian eggs from his lab and creates a makeshift incubator to hatch more of the Martian lifeforms.

In the meantime, Kress deals with growing discord with his wife (Helen Shaver) over financial troubles and his obsession with work and the stress of concealing the stolen Martian lifeforms from his former supervisors at the government lab.

However, Kress doesn't agree with the abandonment of the project and decides to continue his experiments in his barn.