Aliens disguised as clowns crash land on Earth in a rural town to capture unsuspecting victims in cotton candy cocoons for later consumption.

Honest and straightforward small-town Shirlee Kenyon chucks her boyfriend and heads for Chicago. Accidentally having to host a radio problem phone-in show, it is clear she is a natural and is hired on the spot. But the station insists she call herself Doctor, and as her popularity grows a local reporter starts digging for the truth. Problem is, the more he is around her the more he fancies her.

Thaddeus Mackenzie, a wealthy lawyer, learns that he is dying and decides to sell all of his property and visit his old friend Allen Hayden. Allen is a struggling artist with a passion for life who once survived by working the streets, but now is romantically involved with Eva, a wealthy European gallery owner living in L.A. Thaddeus implores Allen to find Jamie, a young street hustler that Thaddeus had once tried to rescue. Allen returns to the streets to face the dark corners of his past where he must choose between what he left behind and the uncertainty that lies ahead.

A former comic is on the run from the mob.