The innermost fears of the mind become reality for the crew members of the Quest when they land on the barren planet Morganthus hoping to find the missing crew members of the starship Remus: only to discover something deadly waiting for them. Each member of the rescuing team must come face to face with their darkest fears or perish. The cast onboard the Quest includes Edward Albert (The House Where Evil Dwells), Erin Moran (Happy Days), Ray Walston (My Favorite Martian), Robert Englund (A Nightmare On Elm Street series), Zalman King (Blue Sunshine) and Sid Haig (House Of 1,000 Corpses).

The film also had its share of new and emerging talent behind the camera, including James Cameron (The Terminator, Aliens, Avatar), who did the production design, and Bill Paxton, who worked as a set decorator before later collaborating with Cameron in front of the camera as an actor.