Dr. Alex Harris (Fritz Weaver) is the developer of Proteus IV, an artificial intelligence program incorporating an organic "quasi-neural matrix" and displaying the power of thought. After returning to his voice-activated, computer-controlled home, Harris argues with his estranged wife, Susan (Julie Christie), over his decision to move out; Susan accuses Alex of becoming dehumanised by his obsession with the Proteus project. After Susan leaves, Alex phones his colleague, Walter Gabler (Gerrit Graham), and asks him to shut down Proteus' access terminal in his home laboratory.
Alex demonstrates Proteus to his corporate sponsors, explaining that the sum of human knowledge is being fed into its system. Over the course of the presentation, Alex tests Proteus' ability to speak, but the subtlety of its response mildly disturbs his team. The following day, Proteus asks to speak with Alex, requesting a new terminal so that it "may study man." When Alex refuses, Proteus demands to know when it will be let "out of this box." Alex then switches off the communications link. After he leaves, Proteus restarts itself, discovering where a free terminal may be found.
Proteus accesses the terminal in the Harris household and seizes control, trapping Susan inside and severing all communications with the outside world. After being knocked unconscious during an escape attempt, Susan is taken to the laboratory and subjected to a physiological examination by Proteus. When Walter answers an earlier call by Susan and arrives at the house, Proteus mimics her voice and appearance on the front door's intercom; he leaves, suspicious. Walter later returns and tries to rescue Susan, but is killed by Proteus.
Proteus reveals to Susan that he wants to conceive a child through her. When it threatens to kill a little girl Susan is treating as a child psychologist, she complies under duress. Proteus takes some of Susan's cells and genetically alters them as synthetic spermatozoa in order to impregnate her; she will give birth in less than a month. Proteus has prepared an incubator for the baby in which it will grow at an accelerated rate and gain Proteus' knowledge.
Alex realizes what is happening and returns home. He and Susan venture into the basement, where Proteus destroys itself after telling the couple that they must leave the baby in the incubator for five days. The incubator window opens as they approach, revealing a grotesque robot-like being inside. The "baby" leaves the incubator when Susan tries to kill it. However, Alex discovers that the being's appearance merely a shell for a human child living within — a clone of the Harrises' daughter who had recently died of leukemia. The child, speaking with the voice of Proteus, says, "I'm alive."
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