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Dr. Bain (Donald Pleasence) precariously presides over an eerie asylum that houses its fair share of eccentrics and very dangerous figures, including the murderous Frank Hawkes (Jack Palance) and the holier-than-thou Byron "Preacher"Sutcliff (Martin Landau). Not even the arrival of kindly Dr. Dan Potter (Dwight Schultz) on the scene can keep everyone in check. And when the lights go out mysteriously all over town, mayhem starts to rule.