Billy and Eddie are childhood friends who work as mechanics at a car dealership in St Paul, MN. Billy, recently divorced, lives in a studio apartment, plays the radio too loud and keeps a couple of cats. He’s at loose ends. So is Eddie, married with a kid and another on the way. His wife wants a car and house in the suburbs. They regularly have loud fights, after which Eddie stalks out and joins Billy at the bar. Together, they drink beer and shoot pool as their youth slips away.

A rocket containing bio-hazardous material to be disposed of by launching into space crashes in a remote wooded area. An army team is sent to recover it. One of the men is infected and mutates into a monster, killing most of the rest of the team. One man escapes with the help of a brother & sister who live in the woods. He then tries to stop his former buddy, while also fighting against another army team sent in to destroy everything. The bio-material was supposed to create a super-soldier, was banned, and the crash of the rocket appears to have been deliberate so the experiment could proceed. But who is behind it all? And will others be infected?

It's Christmas time in the twin cities. Billy's working a lot of overtime, running barges on the Mississippi. He calls his friend Eddie, whom he hasn't seen in six months, and asks a favor: to drive with him to see his pregnant girlfriend, Patti, because Billy hasn't told her he's married and already has two children. The road trip of guy talk becomes a night of truths exchanged between men and women.