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Seth Brundle was a research scientist whose genes were fused with a housefly in a matter transmission experiment and he transformed into the terrifying mutant creature “Brundlefly” and the journalist who he fell in love with, Vernoica Quaife killed him by blowing out his brains with a shotgun. Veronica has died giving birth to Seth’s son Martin. Martin is raised by Seth’s evil employer Anton Bartok who requires Martin’s help to solve the problems of the Telepods, believing the Telepods are the key for worldwide domination. Growing at a accelerated rate and inheriting his father’s mutated genes, Martin finds himself suffering his father’s fate as he himself transforming into a even more fierce and terrifying “Brundlefly”. Befriend by beautiful computer specialist Beth Logan, Martin sets out a way to cure himself, as the answer lies within the Telepod which is his only chance of saving himself from a terrible death.

Bill Dancer and his young companion Curly Sue are the classic homeless folks with hearts of gold. Their scams are aimed not at turning a profit, but at getting enough to eat. When they scam the rich and beautiful Grey Ellison into believing she backed her Mercedes into Bill, they’re only hoping for a free meal. But Grey is touched, and over the objections of her snotty fiance, insist on putting the two up for the night. As they get to know each other, Bill becomes convinced that this is where Curly Sue belongs - in a home, cared for by someone that can give her the advantages that his homeless, nomadic existence lacks. He plans to leave the young girl in the care of Grey and take off…. but Curly Sue has other ideas!