A cybernetic sex android is let loose into the world without a memory. Wandering around Japan, Pinocchio finds Kyoko, another amnesiac with a horrible secret to her own memory loss. Together they try to piece their lives and live in a world where memory is no longer needed. At the same time, Pinocchio's fiendish architect and master is desperately trying to find his lost prototype before the world finds him. As agents hunt down Pinocchio, the sex android begins to unravel in what can only be said is a hallucinogenic thrill ride that has to be seen to be believed.