While taking a shower, Kate Miller, a middle-aged, sexually frustrated New York City housewife, has a rape fantasy while her husband stands at the sink shaving. Later that day, after complaining to her psychiatrist Dr. Robert Elliott about her husband's pathetic performance in bed, she meets a strange man at a museum and returns to his apartment where they continue an adulterous encounter that began in the taxicab. Before she leaves his apartment, she finds papers which certify that the man has a venereal disease. Panicked, Kate rushes into the elevator, but has to return to his apartment when she realizes she's forgotten her wedding ring. When the elevator doors open, she's brutally slashed to death by a tall blonde woman wearing dark sunglasses. Liz Blake, a high-class call girl, is the only witness to the murder and she becomes the prime suspect and the murderess's next target. Liz is rescued from being killed by Kate's son Peter, who enlists the help of Liz to catch his mother's ...

Mike, a young teenage boy who has just lost his parents, is afraid to lose his brother. This fear causes him to follow his brother to a funeral, where Mike witnesses the Tall Man lift a coffin on his own. Mike decides to investigate and discovers a horrible world where the Tall Man, along with his flying spheres, shrink the to half their normal size and reanimate them as slaves. It is then up to Mike, his brother, and Reggie the ice cream man to stop the Tall man.