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When lecherous, misogynist 53-year-old Dr. Kenneth Howe decides to go around the Board of Directors at the cutting-edge Brookhall scientific institute in Dallas, Texas to begin human trials on the recently-completed ABMPRS (Accelerated Bio-Morphism and Physical Re-Sculpturing) device which he designed and built himself and sets out to trick his dowdy and 'mousey' 27-year-old female assistant, Dr. Kimberly Green, to step on into the device's energy bombardment chamber so that he can seal her inside so that he can run on her the lust-driven program of 'feminization' and beautification that he had written and which been scheming to use on her for months now, intent on turning the younger woman into a petite, busty blonde babe that he could then try to seduce into sleeping with him, he is surprised when his brilliant younger laboratory assistant escapes the chamber and turns the tables on him!