Inclusion Criteria:

- Histologically or cytologically confirmed melanoma, meeting 1 of the following
criteria: recurrent or unresectable stage III disease, stage IV disease,
non-choroidal origin.

- Tumor must be accessible to biopsy unless appropriate tumor sample collection has
occurred within the past 3 months and patient agrees to provide these samples for
this study.

- The Eastern Cooperative Oncology Group (ECOG) performance status 0-1.

- Bilirubin normal

- Creatinine normal or creatinine clearance ≥ 60 mL/min

- Not pregnant or nursing

- Negative pregnancy test

- Fertile patients must use effective contraception during and for 30 days after
completion of study treatment.

- No history of allergic reactions attributed to compounds of similar chemical or
biological composition to sorafenib or temsirolimus.

- No uncontrolled hypertension, defined as systolic blood pressure > 140 mm Hg on 2
separate days < 1 week prior to study entry OR diastolic pressure > 90 mm Hg on 2
separate days < 1 week prior to study entry.

- No evidence of bleeding diathesis or coagulopathy.

- No condition that would impair the ability to swallow pills (e.g., gastrointestinal
tract disease resulting in an inability to take oral medication; requirement for IV
alimentation; or active peptic ulcer disease).

- No uncontrolled illness including, but not limited to, any of the following: ongoing
or active infection, symptomatic congestive heart failure, unstable angina pectoris,
cardiac arrhythmia or psychiatric illness or social situations that would limit study
compliance.

- No traumatic injury within the past 3 weeks.

- No prior surgical procedures affecting absorption.

- At least 3 weeks since prior major surgery.

- At least 4 weeks since prior chemotherapy (6 weeks for nitrosoureas or mitomycin C)
for melanoma and recovered.

- At least 4 weeks since prior radiotherapy and recovered.

- Prior biologic or immunotherapeutic regimens allowed.

- Prior regional chemotherapy regimens (e.g., isolated limb perfusion) allowed but only
1 prior regional chemotherapy regimen allowed if all target lesions are within the
prior regional treatment field.

- No concurrent enzyme-inducing antiepileptic drugs including, but not limited to, any
of the following: phenytoin, carbamazepine, phenobarbital, rifampin or Hypericum
perforatum (St. John's wort).

- No concurrent prophylactic hematopoietic colony-stimulating factors.

- No other concurrent investigational agents.

- No other concurrent anticancer agents or therapies for this cancer.

- No concurrent full-dose anticoagulation (i.e., warfarin, IV heparin, or low-molecular
weight heparin).

- No concurrent grapefruit or grapefruit juice.

- No concurrent combination antiretroviral therapy for HIV-positive patients.

- Concurrent prophylactic anticoagulation therapy (e.g., low-dose warfarin) allowed
provided prothrombin time (PT) INR (international normalized ratio) < 1.1 times upper
limit of normal (ULN).

- Unidimensionally measurable disease >= 20 mm by conventional techniques or >= 10 mm
by spiral computed tomography (CT) scan (longest diameter to be recorded) and margins
of visible cutaneous metastatic lesions should be clearly defined and measured in at
least one dimension as >= 10 mm.

- No known brain metastases unless the following criteria are met: no radiographical
evidence of recurrences in the brain >= 3 months after complete resection of the
brain metastases, asymptomatic brain metastases stable for >= 3 months since
whole-brain radiation therapy and/or stereotactic radiosurgery and must not require
steroid for brain metastases.

- White Blood Count (WBC) >= 3,000/mm³

- Absolute neutrophil count >= 1,500/mm³

- Platelet count >= 100,000/mm³

- Serum cholesterol =< 350 mg/dL

- Triglycerides =< 400 mg/dL

- aspartate aminotransferase/alanine aminotransferase (AST/ALT) = < 2.5 times upper
limit of normal.

- No peripheral neuropathy > grade 2.

- At least 5 years since prior chemotherapy for other types of cancer.