When a rare species of butterfly is found in a mysterious valley in Japan, a pair of entomologists go to investigate and find more. They discover Varan, a giant monster, who decides to leave the valley and head straight for Tokyo.
In an effort to find an economic means of purifying salt water, a joint U.S.-Japanese military command is set up on an isolated Japanese island where an unusual salt water lake is situated. However, their purifying experiments arouse the prehistoric monster Obaki from hibernation at the lake's bottom, and it proceeds to attack Japan. Although made by a U.S. independent film company, this film was based on a Japanese Toho monster film of 1958, "Daikaiju Varan", from which all of the monster effects scenes and a few incidental dramatic shots were edited into it.
Keiko, whom everyone calls Mama, narrates her story: she's a hostess on the Ginza, 30, a widow. She describes life's vicious cycle: acting cheerful around drunks, dressing and living well to convey confidence, needing money for these expenses and for her demanding mother and brother, and knowing she's growing older.
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When the heroes of Fukuoka return after shooting "HEROHOUSE" in Nokonoshima, the find out that Fukuoka has been occupied by an evil secret society that has acquired a mysterious power. Ohgaman, the only one that didn't participate in the "HEROHOUSE" shooting, was injured by a young man named Tanaka Jiro and gives Jiro the mission of restoring peace in Fukuoka.
