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In 1896, a construction engineer from the British Army, J.H. Patterson (Kilmer) is sent to build a railway bridge across Uganda’s Tsavo River for the British East African Railway. Soon after he arrives, workmen begin to disappear at night from their tents - never to be seen alive again. The engineer soon discovers that a pair of man-eating lions are stalking around the bridge and campsites, killing the workmen for food. He tries a number of different methods to get rid of them, but the beasts always seem to know what Patterson is doing and avoid being shot. After 30 men have been killed Patterson’s boss recruits a hunter, Charles Remington (Douglas) to hunt down and destroy the lions. But the lions continue killing the workmen until they flee the camps, jumping onto the train as it rolls through Tsavo. Now Remington, Patterson & his aide (John Kani) must face these brilliant yet frightening monsters alone.

Code 46 is a love story set in a Brave New World-type near-future where cities are heavily controlled and only accessible through checkpoints. People cannot travel unless they have “papelles,” a special travel permit issued by the totalitarianistic government, the “Sphinx”. Outside these cities, the desert has taken over and shanty towns are jammed with non-citizens - people without papelles forced to live primitive lives. William is a family man who works as a government investigator. When he is sent to Shanghai to solve a case of fake papelles, he meets a woman named Maria. Although he realizes she is behind the forgeries, he cannot help but fall completely in love with her. He hides her crime and they have a wild, passionate affair that can only last as long as his papelles: 24 hours. Back home, William is obessed with the memory of Maria. When the original investigation is inevitably re-opened a week later and William is sent back to finish the work he started, he tracks her down, only to discover she has been accused of a Code 46 violation and any further relationship is impossible.

Worn down and out of luck, aging publisher Will Randall (Jack Nicholson) is at the end of his rope when a younger co-worker snatches both his job and wife out from under his nose. But after being bit by a wolf, Will suddenly finds himself energized, more competitive than ever, and possessed with amazingly heightened senses. Meanwhile, the beautiful daughter of his shrewd boss begins to fall for him - without realizing that the man she’s begun to love is gradually turning into the creature by which he was bit.