Dr. Noah Phillips (Maurice Godin) was desperate to save his 30-year-old wife, Meredith (Lisa Maris), from a premature death from cancer. He broke the rules and tried out an experimental treatment he had developed with his partner Dr. Don Kingsly (Andrew Airlee). The Cellular Regressor, designed to reverse the effect of age and disease on cells, restored Meredith's health, but only temporarily. After a few minutes, the cancer returned with a vengeance, killing her instantly. Devastated by Meredith's death and his research funds cut off, Noah retires at age 35 to a small town, where he moves next door to a couple in their 60s, Barbara (Barbara Rush) and Greg Matheson (Harve Presnell).
Noah learns that Barbara gave up a promising career as a jazz singer to marry Greg, a short-tempered traveling salesman who now beats her. Noah's feelings for Barbara deepen, despite the fact she's old enough to be his mother. He continues his research on the Cellular Regressor, trying to eliminate the backlash effect that killed Meredith. He learns that the machine will only work to create a living equilibrium; that if one organism's cells are to become younger, another similar organism's cells must become older. In the process, he also learns of a glitch: on some occasions, it will reverse the desired effect (eg: making someone older instead of younger).
No sooner has he made this discovery than he gets the chance to test it in the real world. Greg has beaten Barbara within an inch of her life. Noah can save her, and even give her the chance to be young again. By sacrificing his youth in the process, he saves Barbara's life. Greg sees what the machine can do and forces Noah to make him young, which will kill Noah in the process. However, it is during the process that the glitch occurs, actually restoring Noah's youth and killing Greg.
It is after this when we learn that it only restored Noah to the point after seeing Meredith die due to the backlash. Barbara conforts him, and tells him when he is (similar to what Noah did after saving her), ending the episode.