Neeson plays a scientist named Peyton, who's working on an experiment to create synthetic skin (this long before the idea of cloning became a possibility in the real world). Though's he's frustrated with his lack of results, Peyton is generally content; he's doing something he loves, and he's got a good relationship with his girlfriend Julie (McDormand), a real estate attorney. Except Julie has come across a real estate scam headed by Louis Stack (Colin Friels), an architect executive. When she tells him about it, he tells her that he's not the real bad guy; the real bad guy is Durant (Drake), a racketeer looking to take over that area of town. But his warning comes too late; Durant's thugs come to Peyton's lab, destroy his work looking for Julie's evidence, and kill Peyton.
Or so it seems. In reality, Peyton survives, but he's badly burned, and hides out in an abandoned building a la The Phantom of the Opera. Somehow, enough chemicals and notes survive for him to finish his experiments on human skin, and he's able to create faces; his own, and, when he wants to take revenge on Durant and Stack (whom he finds are in cahoots), anyone else he wants. The catch is, those masks only last for 99 minutes, after which they disintegrate. And since he's still in love with Julie, that doesn't do him a whole lot of good.
