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After breaking up with her girlfriend, a nightclub singer, Jane, answers a personal ad from Robin, a real estate agent with AIDS, seeking a cross-country travel partner. On their journey from New York City to Los Angeles, the two stop by Pittsburgh to pick up Jane's friend Holly, who is trying to escape an abusive relationship. With three distinct personalities, the women must overcome their differences to help one another.
When Environmental Protection Agency inspector Steve Malone travels to a remote military base in order to check for toxic materials, he brings his family along for the ride. After arriving at the base, his teenage daughter Marti befriends Jean Platt, daughter of the base's commander, General Platt. When people at the base begin acting strangely, Marti becomes convinced that they are slowly being replaced by plant-like aliens.
