A few months after a hideously deformed Seth Brundle was mercifully killed by his lover Veronica, she dies 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. Martin ages at an accelerated rate (being the equivalent of 20 human years old at the age of 5), and the fly genes he inherited from his father begin to transform him into Martinfly, who, unlike his sickly father, is a very deadly force to be reckoned with. Befriended by beautiful computer specialist Beth Logan, Martin sets out for a way to cure himself, discovering that the answer lies within the Telepods...

The book next to the sleeping technician in the control room at the beginning of the film is "The Shape of Rage", an anthology of writings about the films of David Cronenberg.

[meeting with Stathis Borans, now a bitter, crippled recluse]


Martin Brundle:
I saw you on the videotape. You were...


Stathis Borans:
Don't sit there!


Martin Brundle:
You were there the night my father died; he was working on a cure.


Stathis Borans:
That's why you dragged yourself all the way out here? To find out about a cure?


Martin Brundle:
You're my only hope.


Stathis Borans:
Ah. Oh, kid, the last thing *I* am, is *anybody's* hope. You really don't want to hear about this.


Martin Brundle:
I *have* to know.


Stathis Borans:
Brundle stole my girl, your mother. Got her pregnant. Caused her death. Dissolved my hand and my foot with fly vomit! I had no love for the man. He "bugged" me! As for the "cure" he was working on: he dragged your mother kicking and screaming into that telepod, that they might be fused together in one beautiful body. So your mother blew his brains out with a shotgun. *There's* your *cure*. Go *away*.


Beth Logan:
You bastard! Where's your compassion?


Stathis Borans:
[chuckles] I had to give it up; it cost me an arm and a leg!


Martin Brundle:
It cost you more than that.

Factual errors: When Martin and Beth leave Stathis Borans' home, he offers Beth the keys to his Jeep. The car they drive off in is actually a Chevy.

Written by Roger Miller
Performed by k.d. lang
Courtesy of SIRE RECORDS
By Arrangement with WARNER SPECIAL PRODUCTS