Brooke Adams

The film follows the Wellers, A dynamic New York City family as they come to terms with themselves and each other. Eleanor Weller (Hunter) is a therapist who is not coping well with changes in her personal life, including a recent divorce and the growing instability of her daughter. Her ex-husband Adam (Shalhoub) is a once promising playwright whose career has been on a steady decline for many years. When Adam receives a manuscript written by a dead friend, he seizes an opportunity to transform his life.

Seven junior-high-school girls organize a daycare camp for children while at the same time experiencing classic adolescent growing pains. When Kristy Thomas, president of The Baby-Sitters Club, has a brilliant idea to run a summer day camp, the girls all agree it's the perfect way to spend their summer together. But life gets complicated as budding romance, family problems, and three rival teen girls conspire to ruin the club, all putting the friendships between the members to the test. —Rebekah Swain A group of friends in junior high decide to start a summer camp for the kids they babysit. However, their plans are constantly changed by complaining neighbors, school rivals, and the ususual growing pains - from passing summer school to dating to reconnecting a relationship with an absentee father. —Max Vaughn

In the rural desert town of Laramie, New Mexico, 16-year-old "Shade" Evans (Fairuza Balk) spends her free time at the local movie house, obsessed with melodramatic Mexican romances starring her favorite actress, Elvia Rivero. One day after a matinée, Shade meets her 18-year-old sister, Trudi (Ione Skye) , at the diner where their divorced mother, Nora (Brooke Adams), works. Nora sighs as Trudi insults the busboy by calling him a "wetback" after he accidentally spills her drink on their table while serving Trudi and Shade. When the busboy quits in protest, Shade, embarrassed by Trudi's racist behavior, announces that she does not like diner food and storms out. That night, Shade contemplates Nora's numerous failed relationships. Inspired by an Elvia Rivero movie, the adolescent girl decides to play matchmaker. However, as much as Shade would like to "find a man" for her mom, she remains curious about her biological father, John Evans. She telephones him, but hangs up as soon as he answers. Nora returns from a late shift, dismayed to see Trudi's empty bed. At 2:30 a.m., Trudi sneaks back, and Nora chastises her daughter for behaving irresponsibly. Shade covers her ears in an attempt to block out the argument. The next day, Trudi takes a job waitressing at the diner, intent on making enough money to move out. Shade goes to the movie theater to watch another Spanish-language Elvia Rivero picture, but in the middle of the movie, the screen goes blank. Shade wanders to the projection room, surprised to see Javier (Jacob Vargas), the busboy from the diner, now working as projectionist. He makes a biting remark about Trudi's racist behavior at the diner, but Shade retorts that he should focus on his new job, rather than hold a grudge against her sister. Javier laughs, charmed by Shade's fiery spirit. That night, Nora fends off the romantic advances of Raymond (Chris Mulkey), a local man with whom she had an affair years earlier. She returns his passionate kiss, but warns him that she has no intention of getting involved with a married man. Elsewhere in Laramie, Shade hangs out with her moody friend, Darius (Donovan Leitch). Her eyes widen as he interprets the lyrics to an Olivia Newton-John song. Meanwhile, Trudi sits alone in the diner after being rejected by the boy she has been dating. Her sniffling draws the attention of an English geologist named Dank (Robert Knepper), who offers to give her a ride home. En route, she makes scornful remarks about men, unaware that Dank finds her tirade amusing. The next day at the laundromat, Shade borrows change from a man named John (James Brolin), oblivious to his sidelong glances at Nora. Later that evening, Trudi joins Dank as he explores desert caves looking for phosphorescent rocks. After an intimate evening together where Trudi and Dank have sex in the cave, she confides she was gang raped the first time she had sex a few years ago. Afraid to report the crime, she decided to take a carefree attitude toward sex, becoming involved with any boy who showed interest. Trudi confesses that she never had a meaningful sexual experience until she met Dank. Later, the geologist announces that he needs to leave town for a few days. He assures the suspicious Trudi that she is special to him. When Trudi returns home the next morning, she and Nora get into another argument over Trudi staying out all night again. As Nora storms away, Hamlet Humphrey (David Lansbury), the local satellite dish installer, offers to listen to her problems, but she dismisses him. Meanwhile, Shade tells Trudi about her friend Darius, uncertain if she should reciprocate his "crush" on her. When Trudi advises making a bold move, Shade dresses up like Olivia Newton-John and attempts to seduce Darius, but he reveals that he is not attracted to her (implying he might be gay). Feeling foolish, Shade leaves and runs into Javier, who teases her about her appearance. That night, Shade arranges a blind date between Nora and Raymond. The two adults do not let on that they know each other, and struggle to keep from laughing during the awkward dinner. The teenager goes to bed disappointed in her day. A few weeks later, Trudi realizes that Dank is not coming back when he has not called or wrote to her. Then another week later, Trudi learns that learns that she is pregnant from her one-time sexual encounter with Dank at the cave. When Nora advises Trudi to get an abortion, she becomes outraged by her mother's insensitivity. Trudi decides to move to Dallas, Texas, and give the baby up for adoption. Sometime later, in an attempt to cheer up Shade, Nora suggests they get cable television. Hamlet Humphrey comes over to talk about the installation, but Nora changes her mind when she hears what it will cost. He flirts with her, and they make love. Meanwhile, Shade attends a party at her friend Tanya's (Julie Condra) house. A disc jockey musician visiting from Los Angeles, California, pressures Tanya to make out with him. Shade breaks up the tryst, but the boy and his friends refuse to leave. Meanwhile, the man from the laundromat drives past and notices the altercation. He stops and threatens the musicians, before offering to escort Shade home. On the way, he reveals that he is John Evans, her father. Shade is stunned, and in the morning confronts Nora with the news. A few days later, Shade locates her father at his house outside of town, and asks for money. The request provokes an outburst from John's girl friend, and Shade leaves, embarrassed. John follows and presses a roll of cash into her hand. Shade stops by Javier's house, curious to meet his family. Javier welcomes her with a few good-natured jokes, and later whispers passionately in her ear in Spanish. They kiss. In the ensuing weeks, Shade and Javier spend long afternoons together in the desert. As the teenagers fall in love, so do Nora and Hamlet. Shade is unimpressed with her mother's boyfriend until he reveals an admiration for Elvia Rivero. Several months later, Nora, Hamlet, and Shade go to Dallas to support Trudi through the delivery of her baby. Shade wants her sister to return to Laramie, but Trudi says she is looking forward to starting a new life in Dallas. Driving home, Shade notices a roadside business selling phosphorescent rocks. She asks Hamlet to drop her off and leave her while he and Nora drive back to Laramie. Confronting the vendors, Shade learns that they acquired the rocks from Dank, who died in a mine cave-in months earlier while collecting specimens. In the final scene, Shade walks back to Laramie through the desert, reflecting on the relationships between lovers, mothers, and daughters. Shade realizes that Dank always loved Trudi and vows to eventually tell her the truth of what happened to him someday.

In the Maine small town of Castle Rock, school teacher Johnny Smith (Christopher Walken) takes his fiancée sweetheart Sarah (Brooke Adams) to an amusement park. On the roller coaster, he suffers a bad headache and tells her that he must go home to sleep it off. Sarah begs him to stay, but he declines saying: "some things are worth waiting for". As he drives home, a tanker jackknifes in front of him and he plows into it and black out. Johnny wakes up at the Weizak Clinic. His parents Herb and Vera (Sean Sullivan and Jackie Burroughs) are shown in by Dr. Sam Weizak (Herbert Lom). They tell him that he has been in a coma for five years and Sarah has married another man. The distraught Johnny is inconsolable. One day, as a nurse mops his brow, he seizes her hand. He has a super-real vision of being trapped in a screaming girl's bedroom. He tells the nurse: "Amy needs your help." The nurse knows that Amy is her daughter's name, but puzzled why Johnny knows her. Johnny tells her that the house is burning, and her daughter is in the house - but it is not too late. The nurse rushes home to find her house in flames, but her daughter is rescued by firefighters just as she arrives home. After a few weeks of physical therapy, Johnny is able to walk again with some difficulty. When Johnny gratefully takes Dr Weizak's hand, he is jolted by another vision. It is wartime with burning buildings, advancing tanks. A protesting young boy is lifted into a horse-drawn cart, leaving his mother behind. Johnny tells Weizak that his mother survived. Weizak says that it is impossible, but Johnny knows her name and address. Weizak calls the number and hears his mother on the line. However, he doesn't speak to her as it "wasn't meant to be". Weizak comes back and tells Johnny: "you're either in possession of a very new human ability... or a very old one." Sarah comes to visit Johnny. Catching his stare, she asks him not to look at her that way. He says that he can't help it while Sarah says that it's been five years, but Johnny remembers it as yesterday. She says that she now has a ten-month-old son, named Denny. Johnny takes it well. She tells him that his power of "second sight" is the talk of the town. Against Weizak's advice, Johnny gives a press conference to defuse the situation. Cynical TV reporter Dardis (Peter Dvorsky) demands a demonstration. Aware that he is being mocked, Johnny takes his hand and says "You wanna know why your sister killed herself?" Taken off guard, Dardis calls Johnny a freak. Johnny's distressed parents watch the event on their TV and his mother collapses. At the hospital, Johnny holds her hand as she dies. Johnny moves in with his father. A few days later, Sheriff Bannerman (Tom Skerritt) pays him a visit for his help to catch a serial killer known as the "Castle Rock killer". Johnny refuses. When Herb tells Johnny that he should use his power he's been blessed with, Johnny becomes furious. He thinks that his power is a curse, not a gift. One day, Sarah brings her son over when Walt (her husband) is out. She puts Denny to bed and says: "haven't we waited long enough?" As the scene cuts to the next, sex is implied. After watching another TV program about the Castle Rock killer, Johnny changes his mind & calls Sheriff Bannerman and agrees to help. Bannerman and Officer Dodd (Nicholas Campbell) take him to the scene of the latest murder, but Johnny gets nothing - he advises Bannerman that in order to get something, he needs a physical article that the killer was in contact with. Bannerman is called to another murder scene at the park bandstand where there is a woman's frozen corpse. Dodd identifies the woman as Alma Frechette. John takes the dead woman's hand and instantly "sees" a man calling to her from the bandstand. "She knows him" says Johnny. He watches helplessly as she is killed with a pair of scissors. The killer is revealed to be Frank Dodd. As Bannerman calls for him, he leaves in his squad car. At Dodd's house, Johnny & Sheriff Bannerman arrive where his mother tries to prevent him from entering. Johnny takes her by the arm and sees that she knew her son was the killer all along and she has been protecting him. Mrs. Dodd calls Johnny a devil, sent from hell, and that her son has been killing all "dirty women" in Castle Rock for their sins at her own encouragement. In an upstairs bathroom, Dodd impales himself on the scissors just as Johnny forces himself into the room. Dodd's equally deranged mother takes his gun and shoots Johnny in his shoulder. Sheriff Bannerman runs in and is forced to shoot and kill her to save Johnny's life. Following this close brush with death, Johnny moves out of town to a remote cabin. His bullet injury eventually heals, but his headaches are getting worse. He takes private tutoring jobs, and he is persuaded by millionaire lumber mill owner Roger Stuart (Anthony Zerbe) to teach his introverted son Chris. Johnny arrives at the Stuart mansion as a loud and abrasive politician named Greg Stillson (Martin Sheen) is leaving. Johnny and Chris get along well, to Stuart's relief. Later, Johnny and Chris watch TV coverage to Stillson's campaign for state senator. Stuart says that Stillson is probably a liar and dangerous. In a local newspaper office, editor Brenner is confronted by Stillson and his henchman/sidekick Sonny who demand that he retract an anti-Stillson editorial in the next edition. Producing photographs of Brenner with a young woman (possibly manufactured), they threaten to "take his head off" if he doesn't do as they say. At one of Johnny's tutoring session with Chris, he gets interrupted by a knock on the front door and it is Sarah whom is a Stillson campaign volunteer bringing him a brochure to vote for Stillson. Another man appears at the door and Sarah introduces him as Walt, her husband. After an uneasy introduction, they leave and Johnny breaks down. As Chris hugs him for comfort, Johnny has another vision of kids in hockey uniforms and falling through the ice of a frozen lake. One of them is Chris. Johnny goes to Stuart and insists he call off the kids' ice hockey practice, or they'll drown. Stuart angrily fires Johnny despite Chris' pleas. The next day at a local news stand, Johnny reads a headline about two boys drowning in a skating accident. He calls Stuart's house, hanging up in relief when Chris answers. Meanwhile, Stillson's next rally takes place in a park opposite Johnny's house. Looking for Sarah, Johnny finds himself in Stillson's path. As they shake hands, another vision strikes: at Camp David, President Stillson orders a general to co-authorize an all-out nuclear missile launch against the USSR and the entire world which will bring on Armageddon. The 5-star General, realizing Stillson is a psychopath, refuses, but the maniacal Stillson threatens to 'cut off [the general's hand] and put it on the [scanning screen]'. Reluctantly, the General complies, and the sadistic Stillson tells the Vice President & Secretary of Defence that 'the missiles are flying....Hallelujah! Hallelujah!!'. Horrified, Johnny is rooted to the spot. Stillson is shaken by Johnny's grasp, until Sonny pushes Johnny away. Johnny goes to Dr. Weizak where he asks him that if he could go back in time knowing what he knows, would he kill Adolf Hitler? Weizak answers, 'I would have no choice but to kill the sonofabitch.' He thinks that the "dead zone" in Johnny's visions means that as well as seeing the future, he can also change it. Johnny decides he must take drastic action to stop Greg Stillson before he becomes President of the USA and brings on the end of the world through nuclear war. He packs up his hunting rifle and takes a bus to the Castle Rock Civic Hall, then breaks into the hall where Stillson will appears the next day and lies in wait on the balcony with the rifle. As the hall fills, the charismatic Stillson arrives and invites Sarah and Denny onto the stage with him as he gives his speech. On the balcony, Johnny rises and takes aim. Sarah sees him and screams and as a result the shot misses. As the spectators panic and fleet the hall, the equally panicked Stillson snatches Denny from Sarah and uses him as a shield. Johnny hesitates to fire again, and gets shot by Sonny and other members of the security detail. Johnny falls from the balcony and lands on the floor onto some chairs. What no one else had seen was a young photographer shooting pictures of it all before running out of the hall. Paranoid as always, Stillson walks up and grabs Johnny after recognizing him from a few days ago and demands to tell him who hired him. Johnny grabs Stillson's wrist and has a final vision where he sees a drunken and distraught Stillson in his office where there is a Newsweek magazine on his desk. The front cover shows the photo of Stillson using Denny as a shield with the headline "No Future For Stillson". Beside the Newsweek magazine are other magazines and newspaper headlines with the same photo describing Stillson's despicable act of cowardice. Stillson takes a loaded .45-caliber handgun from his desk drawer, points it under his chin, and commits suicide. Johnny smirks at Stillson and weakly says: "It's over. You're finished." Stillson then turns on Sonny Elliman, demanding to know where the photographer is. Sonny replies, disgustedly, 'I didn't see him!', suggesting that he may be just as disgusted with his boss. Greg Stillson angrily berates Sonny before running out of the hall to hunt for the photographer himself. Sonny follows, leaving the hall empty except for Sarah, Denny & Johnny. As Sarah comes up to Johnny's side, she asks him, 'Why?'. Johnny simply whispers, 'Good-bye'. Sarah starts crying, but as she kneels down next to Johnny & hugs him, she whispers to him, 'I love you....' just before he dies. As Sarah grieves for Johnny, the film fades out & credits begin to scroll across the screen.

On an unidentified planet, a strange lifeform in the shape of gel-like spores drifts up into the atmosphere, where it moves slowly through space, drifting until it reaches Earth. The spores enter the atmosphere and are swept downward, emerging in a rainstorm in San Francisco. On the ground, the spores begin to develop, growing on leaves of earthly plants and taking the shape of small pods with a pink flower in the middle. Elizabeth Driscoll (Brooke Adams) notices one of the pods, taking it back to the home she shares with her boyfriend, Geoffrey (Art Hindle). Unable to find the flowering pod in any of her botany books, she hesitantly identifies her new find as a cross-breeding of two different species, a "grex." Matthew Bennell (Donald Sutherland) is an inspector for the health department who uncovers unsanitary conditions at a French restaurant. As he threatens the owner with indictment over finding rat droppings in the food, the other employees quietly slip out to the parking lot and smash Matthew's windshield with a bottle of wine. Matthew is cold and calculating, refusing to let them see his frustration at finding his car vandalized, but when he gets home he calls Elizabeth. They work together at the health department, and Matthew jokes with her about what happened to him at the restaurant. As Elizabeth goes to bed, she forgets about the weird pod, which has suddenly sprouted roots in the glass of water she keeps it in next to their bed. When Elizabeth wakes the next morning, Geoffrey is already awake and dressed, cleaning up the remains of the glass of water next to the bed, as well as some other, unidentifiable mess (resembling some kind of dust). His behavior is strange, and she follows him downstairs as he takes a plastic garbage bag out to a waiting dump truck. At work, she confides to Matthew that Geoffrey is acting strange. Later that night, Elizabeth tries to talk it over with Geoffrey but he ignores her, instead telling her that he's going out and giving her no explanation. Elizabeth touches him intimately and recoils from his emotionless response. Elizabeth rushes over to Matthew's house and insists that Geoffrey is no longer Geoffrey. On the outside he looks the same, but inside he is different. Matthew hears her out but calms her by cooking a good meal and letting her vent. The next day, Matthew hears a strange story from the owner of the Chinese laundry he patronizes: his wife is not his wife. Later he finds Elizabeth at the health department offices, shaken and obviously distraught. She reveals that she has been following Geoffrey during that day and has seen him having brief meetings with strangers, all of them passing unidentifiable parcels among themselves. She is convinced that there is some sort of conspiracy afoot and that Geoffrey is a part of it. Matthew wants to take her to meet his friend, a renowned psychologist named David Kibner (Leonard Nimoy). Kibner has written a number of popular books, the latest of which has just been published, and Matthew takes Elizabeth to a book signing party at a local bookstore so she can meet Kibner personally. While stopped at a traffic light, a strange man (Kevin McCarthy, the star of the original movie) suddenly falls onto Matthew's car, screaming and pounding at the windows, warning "They're coming! Something terrible! You're in danger!" Before they can react, another vehicle comes along and strikes the man dead. Strangely, the crowd of people around him seem to not be affected by what has happened at all, not even the motorcycle policeman who arrives on the scene. (Unnoticed by Matthew and Elizabeth, there are one or two others down the streets and sidewalks running from groups of other people chasing them.) At the book party that evening, Matthew and Elizabeth meet up with Jack Bellicec (Jeff Goldblum), a friend of Matthew's. Matthew tries to phone in a report to the police about the accident, but he meets with strange resistance. Elizabeth becomes entranced by an extremely upset woman who is insisting to Kibner that her husband is an impostor. Kibner calms the woman somewhat before sending her on her way with her husband, but Elizabeth urges the woman to contact her at the health department because she knows what she is trying to say. Finally, Matthew is able to introduce Elizabeth to Kibner, who admits that over the past few days, other people have been coming to him with the same story that Elizabeth is telling. The patients tell him that someone close to them is acting strange and seems like an impostor; the patients seem to get over it quickly and change their story. Kibner suggests that it is a result of the emotional isolation people feel in modern relationships, but even Matthew notices that Kibner doesn't seem to be listening to what Elizabeth is really saying. Matthew takes Elizabeth home and she finds a plant waiting for her; a card indicates it's a gift from Geoffrey. Jack returns to his wife, Nancy (Veronica Cartwright), who runs a mud bath facility. Jack is frustrated over not getting a chance to read his poetry at Kibner's book party, and he goes into the baths to relax. Nancy interacts with a strange patron name Mr. Gianni, who has given her a plant just like the one Geoffrey left for Elizabeth. When Nancy begins closing up for the evening, she notices someone lying under a sheet and thinks it is Jack. Removing the sheet, she is startled to find a strange form underneath. It resembles a man, but lacks distinctive features, and is covered with white tendrils. Jack, who was sleeping nearby, suddenly appears and Nancy strikes him accidentally, giving him a nosebleed, and the shape on the table begins to bleed, too. They call Matthew and urge him to come over to examine the phenomenon, and when he realizes something terribly strange is happening, he remembers Elizabeth. Unable to reach her by phone, Matthew goes over to her house, and while Geoffrey sits listening to headphones, Matthew breaks into the house and retrieves a sleeping Elizabeth from the house. Before taking her from her bed, Matthew is shocked to see a duplicate of her body lying nearby, covered in the same fibers as the body at the baths. Back at the baths, Jack falls asleep again and the body begins to take on his features, until Nancy wakes him up again. Matthew and Elizabeth return to the baths and summon Kibner, but the body has apparently vanished. Likewise, Matthew reports Elizabeth's "other body" to the police, but when they return to the house she shares wtih Geoffrey, nobody is able to find a body. Kibner quiets the police and Geoffrey seems unconcerned that his girlfriend refuses to come home and is spending the night with Matthew. Converging at Matthew's house, the small group forms their hypothesis: somehow, people are being duplicated, and these alternate bodies are appearing to take their places. Kibner is skeptical and tries to talk them out of their ideas, but finally leaves; unseen by the others, he gets into a car with two other "conspirators," including Geoffrey. All day, Matthew tries to get others to listen to him about what's going on. He makes phone calls, has meetings, and tries to find anybody who will take him seriously. Similarly, the woman who was so upset at the bookstore turns up at the health department and tells Elizabeth that she's alright now. That night, the Bellicecs stay at Matthew's. Kibner gives Elizabeth a mild sedative to help her sleep, and leaves. The entire group falls asleep except for Nancy. As they sleep, four pods in Matthew's garden release white tendrils that attach to the sleeping people, and they soon burst forth with embryonic life, somehow duplicating their victims. Before the transformation is complete, Nancy revives Matthew. Together they wake the others, and Matthew tries to call for help. The telephone operators already know who he is, addressing him by name. The power goes out, and they see a horde of pod people rushing up the hill to Matthew's house. As the others escape out the back, Matthew leaves the yard, smashing in the head of his own duplicate with a hoe. Near the docks, the group appears to be cornered behind a group of shipping crates, but Jack sacrifices himself, rushing out along the dock and getting the pod people clones to give chase. Nancy runs off after him, and Matthew and Elizabeth are on their own. They attempt to take a taxi out of town, but the sinister looking cab driver (Don Siegel, the director of the original movie) drives them to a police roadblock that is arresting people attempting to leave the city. Matthew and Elizabeth find that they cannot escape San Francisco; the pod people are everywhere, even spreading pods right out in the open as they now apparently outnumber humans. Taking refuge in the dark offices of the health department, they find speed pills in someone's desk and take as much as they can in order to keep themselves awake. However, they are found out by none other than Jack, who has returned with Kibner, both of them pod people. Kibner gives them a sedative. He explains that they will be reborn into a new world without emotions or complications, thanks to the alien life form that has taken root on Earth, but Matthew and Elizabeth manage to overpower both of them, killing Jack and locking Kibner in a freezer. On the way out of the building, they encounter Nancy in a stairwell; she is still human. Nancy reveals that she and Jack were separated, but she has discovered a way to move among the pod people: by refusing to show emotion. The three of them leave the health department right out in the open, but Elizabeth is startled by a bizarre pod hybrid that has mutated into a dog with a human head. An elderly pod lady notices it and makes a high-pitched scream, which seems to be a way by the pod people to call out to others of a human in their mist. Nancy once again gets separated from Elizabeth and Matthew, who are identified as human (Type-H as referred by the pod people) and chased throughout the city. Making their way to the docks, Matthew and Elizabeth discover a a greenhouse where thousands of pods are being cultivated. Elizabeth, hindered by a twisted ankle and lack of sleep, feels as if she can't go on much further without sleep. Matthew goes to investigate the sounds of "Amazing Grace" coming from one of the ships, leaving Elizabeth hidden among some tall grass. Matthew is horrified to see huge palettes of pods being loaded onto the ships; the spiritual is simply a random radio broadcast, as the station is changed, the ship helmed by pod people ready to take the alien presence to other areas of the world. When Matthew returns to Elizabeth, he finds her asleep, and he is unable to wake her. As he holds her in his arms, Elizabeth's body crumbles into a husk, and her nude clone appears in the grass. The pod Elizabeth tells Matthew that everything is alright; the conversion is painless, and good. She encourages him to sleep, but her voice is hard and cold. Matthew runs, slipping into the greenhouse facility. He makes his way to the steep scaffolding and after taking a fire axe, beings wreaking havoc among the pods, dropping electrical lighting rigs onto them until the entire place is in flames and the unborn pods are burned. But the fire alarm is sounded, and the pod people pursue him, including the newly converted Elizabeth. Matthew slips away from them, hiding under a dock. He hears them talking amongst themselves and one of them says: "He can't get far, he has to sleep sometime." Matthew knows that they are right. The next day, Matthew goes through the motions of his job, staring blankly at his co-workers. He sees Elizabeth in the hallways of the building but they do not acknowledge one another. Outside, Matthew sees schoolbuses of children from Santa Barbara, L.A. and other areas of California being taken to a theater for their conversion. A while later, Matthew is walking along a deserted street towards the City Hall building and hears a voice calling to him. Turning around, he sees the still-human Nancy across the street. As she crosses the street to meet him, Matthew's face twists into a grimace and he points at her, screaming an alien scream to alert the other pod clones to her presence. Nancy screams realizing, too late, that Matthew is now a pod person as the camera zooms into his mouth and the screen fades to black... (By the time the end credits finish rolling, it is strongly implied that Nancy will be captured and become a pod clone too. Apparently there are no more humans alive in San Francisco. The inevitable has happened: the pods have won... and the rest of Earth is apparently doomed.)

Bill (Richard Gere), his girlfriend Abby (Brooke Adams) and his young teen sister Linda (Linda Manz) are forced to flee Chicago when Bill accidentally kills the foreman (Stuart Margolin) at the steel mill at which he works. They hop a train and eventually arrive at a wheat farm in the Texas panhandle. Bill secures work for them as sackers by lying to the foreman (Robert J. Wilke) about prior experience. Bill and Abby pretend to be brother and sister to avoid suspicion. Although Bill squabbles with the foreman who considers his performance subpar, the three enjoy the work. The wealthy farmer (Sam Shepard) begins to fall in love with Abby and asks her to stay with him after the harvest. Bill is jealous, but when he overhears the doctor tell the farmer that he has only a few months to live, he encourages Abby to accept his proposal. After the other itinerant workers leave, the farmer and Abby are married. The foreman is suspicious and considers Bill and Abby to be con artists, leading the farmer to send him away. The farmer, Abby, Bill and Linda spend an idyllic year on the farm, playing in the river and fields and having many picnics. The farmer's health recovers quickly, and he no longer seems near death. He treats Bill like a brother but notices that Bill has begun to grow restless and irritable. Bill realizes that Abby is beginning to fall in love with the farmer. However, she is actually torn between her love for the two men. During a visit by a wayward Italian circus troupe, the farmer begins to suspect that Bill and Abby are lovers. When Abby tells Bill this, he decides to leave the farm with the circus troup. With Bill gone, Abby, the farmer and Linda form a stable family for nearly a year. But as the itinerant farmers return, so does Bill. He tells Abby that he doesn't blame her for deciding to stay with the farmer and that he will leave them alone. But the farmer, watching them from afar, misinterprets their final embrace and realizes the true nature of Bill and Abby's relationship. But before he can confront them, locusts arrive at the farm. Bill tries to help with the efforts to burn the pests out, but the farmer attacks him. In his rage, the farmer sets his fields on fire. Bill races off into the night, and the farmer, nearly insane, ties Abby to a column on the porch. The next morning, while surveying the damage, the farmer finds Bill. When he threatens Bill with a gun, Bill stabs him and mortally wounds him. Bill takes Abby and Linda away in the farmer's car, which they later sell in order to purchase a boat. They travel down river but a posse, led by the foreman, pursues them. One morning, the police catch up to the fugitive trio. Bill is shot down trying to escape. Abby has inherited the farmer's fortune. She deposits Linda in the kind of boarding school/dance academy that she herself had dreamed of as a child, then leaves on a train with American soldiers going off the fight in World War I. An older girl (Jackie Shultis) who Linda had befriended that first fall on the farm finds her in the boarding school. Together they run away. ----- Note to author of below: opening credits, narrators and concepts such as "scenes" are not part of a synopsis. It also does not include every single detail, such as one character helping another with a cigarette, or use dialog in lieu of narrative description. ------ The films opening credits portray old photos of turn of the century America with a musical theme that recurs throughout the film, Carnival of the Animals The Aquarium by Camille Saint-Saens. Outside Chicago, Bill (Richard Gere) is shown firing up the furnace at a steel mill. He gets in a fight with the steel mill foreman (Stuart Margolin) and accidentally kills him. He runs away. His kid sister Linda (Linda Manz), begins narrating the story. She begins by recounting how things were that have not happened in the movie yet the days of heaven. Bill is helping his lover Abby, (Brooke Adams) with a cigarette as he explains that things will change for them eventually they are down on their luck. The three of them hop a train to Texas, where they sit with dozens of others on the roofs of the trains boxcars. Linda explains that she met someone once who told her that someday the world will go up in flames and the good people will avoid it, but for the bad people, God don't even hear you talkin'. Everyone gets off the train and Bill quickly negotiates a job working on a wheat field for $3 per day as a sacker. He lies about his experience as a "sacker" to get the job. All three get jobs as laborers on the vast wheat field of a farmer (Sam Shepard). Linda makes a friend (Jackie Shultis) in the wheat field. The farmer checks the quality of the wheat in the field to see if its ready for harvest. Prayers are said for a good harvest. Scenes of people using farming equipment follow. Linda narrates that the farmer is falling for Abby for some intangible reason. Bill has told everyone that Abby is his sister, and gets in a fight with a field hand who suggests otherwise. Bill and Abby share a moment in the shade of a wagon. Linda is shown plucking a pheasant. There are more scenes of the harvest. The farmer is shown asking questions of one of his workers about Abby. The farm foreman (Robert J. Wilke) comes by inspecting Bill and Abbys work and docks them $3 for wasting wheat when making bushels. Bill complains but the foreman threatens to fire him and Bill backs down. Bill is concerned about Abbys hands which are sore and rough from the work and wants to find the doctor. The men swim in a pond after the days work is done. Bill sneaks up behind the doctors wagon and steals some ointment for Abbys hands. While he behind the wagon he overhears the doctor explaining that the farmer has about a year to live. Linda narrates that the farmer knew he was going to die, and that people live only once so they should have it nice. The farmer finally speaks with Abby. She explains she is from Chicago. Linda roasts a peacock over a spit, as Bill tells her a joke: "I saved your life today. I killed a shit-eating dog. I'm always lookin' out for you." Apparently a joke by comedian Redd Fox - acknowledged in the end credits in the Thanks section. Bill and Abby have a talk in a haystack. Bill explains they will eventually go to New York and this is only temporary. The harvest continues on. Linda explains if people didnt work they were shipped right out they didnt need you. They could always find someone else. The farmers accountant explains its a 6-figure harvest, his best ever. The farmer gets up and takes a look at Abby through his telescope. There are more scenes of the harvest. The farmer comes up to Abby and offers her to stay instead of going on up north. She excuses herself quickly without answering to go talk to her brother. Bill and Abby splash around in a river. Bill begins to scheme. He suggests that she tell the farmer she will stay. There is a night scene of the harvest, the very end of it. Linda asks Bill if they are going to stay and he explains its up to Abby. Linda has a conversation with her friend about a worker who she was going with who abandoned her. Linda continues to narrate about Bill getting tired of living like the rest of them, like pigs. Bill figured some people need more than they got, and others got more than they need. It was a matter of getting everyone together. A man dances on a wooden plank to a tune played by harmonica. Bill and Abby continue their discussion about staying. A night time celebration with a bonfire and music occurs. Abby tells the farmer she can stay but shes got to keep her brother and sister with her. Lindas friend says good bye and many people leave on a train similar to the way they arrived. Linda questions Abby about why she wants to stay and she explains this isnt so bad to the way she had to live earlier, wrapping cigars, never seeing the light of day. The foreman questions Linda about what they did in Chicago before. Bill explains to the farmer a half-story about how he worked at the mill in Chicago. The farmer tells Abby he loves her. Bill begins to scheme. He suggests she marry him (since he is about to die). She is reluctant. The farmer and Abby get married along the river. The foreman is a joyless best man. The farmer and Abby take off of on their honeymoon. When they get back Linda explains they all never had it so good. The rich got it figured out. All four of them have a playful meal on a gazebo. They play makeshift golf. Bill sneaks Abby out of the house one night for some play in the river and tells her he never wanted to fall in love with her. They sneak in a bit late, after the farmer has begun calling for her. Life goes on. The foreman tells the farmer he thinks they are a couple of con-artists. The farmer takes offense and they have a falling out. The foreman quits and leaves and as he drives away, he stops to tell Bill and Abby he knows what they are doing and warns them that boy is like a son to me. The farmer senses some distance from Abby. A shot of a newspaper shows that president Wilson is on a whistlestop tour. They all go out to watch his train go by. Linda narrates that the farmer wasnt getting sicker as fast as they planned. Maybe the doctor gave him some medicine. Bill and the farmer go hunting for pheasant. The farmer remarks that Bill seems jumpy. Right during their conversation a Fokker tri-plane and a Sopwith camel come into a view as a flying circus lands right in their field. just as things were about to blow says Linda. The circus brings entertainment. Bill kisses Abby one night at the gazebo but the farmer sees it. He confronts Abby later about this strange behavior with her brother. She denies anything unusual but remarks to Bill that the farmer seems more paranoid. Bill is now angry that Abby seems to be in love with the farmer. Bill who is in a bit of a huff, gets a lift from the flying circus to take care of some business. The farmer and Abby are now alone. There are loving scenes between Abby and the farmer. Linda narrates that the farmer taught her the keys on the piano, the parts of a globe. Life continues. The following spring comes. The wheat begins to ripen. Bill comes back on a motorcycle and sees Abby dancing on the porch. Later, Abby apologizes to Bill. Bill explains he regrets not knowing what he had with her, and pushing her into this plot. Bill kisses Abby on his way to leave, and the farmer sees him from up on the roof with his weathervane. He seems a bit sickened. A close-up of a two locusts on some lettuce in the kitchen is a portent of a problem. They are shown bothering the birds. Things evolve rapidly. Abby begins swatting locusts all over the house. They are shown all over the wheat. A red storm flag is hoisted, and a warning siren is sounded, and the workers pile into the field to get rid of the swarm by any means possible. The farmer out in the smoking fields is suspicious of Bill and swings his lantern at him starting a fire. The fire spreads and starts to burn the entire field. Bill and Abby are silhouetted against the fire and she says, "He knows". The hands desperately try to put the fire out but it burns everything. The farmer aggressively intimidates Abby up in the bedroom, throws her down and gets a gun out of his desk. He ties her hands together and calls her a liar. The next day, the farmer is riding through his burnt out fields looking for Bill and finds him fixing his motorcycle. The farmer aims a gun at Bill but bill stabs him with a leather punch. The foreman finds the dead Sam Shepard. The three of them flee. They head down river in a boat. Linda narrates that no one is perfect, youve just got half devil and half angel in you. She explains that Abby will lead a good life from now on, she blamed it all on herself. Linda talks about all the things they see on the boat ride. In parallel action, the foreman begins to track them down. Wild turkeys gobble in the forest, where Bill, Abby, and Linda have camped. Bill walks under some trees, and notices police officers at their ferry boat at the river, presumably looking for him. They spot him and come chasing after him with dogs and horses. He gets back to the tent and grabs a shotgun. He tells them to keep down and then tries to run away as he is pursued. Eventually, he makes a run along the shore line and ends up in a gunfight. He is shot and killed by one of the pursuers on horseback. In her grief, Abby sobs over Bills body as detached people on the shoreline look on. The next scene is Linda in a dancing class. Abby has enrolled her in a dance academy. We dont know exactly how much time has passed. She tells Linda shell be all right, turn around and go inside. Abby walks to the train station through a small town. Young men are boarding a train to participate in World War I which the U.S. has just gotten involved in. A band plays a tune to bid the soldiers goodbye as Abby boards the train with the soldiers. The next morning, Linda escapes from the dance academy. She runs into her friend from the fields who has a new boyfriend. He's in the Army. Maybe he'll get killed or something. I don't know. Anyway, he said I'm pretty. They race away and chat at the railroad tracks, and then walk down the rails towards an uncertain future. Linda narrates This girl, she didn't know where she was goin' or what she was goin' to do. She didn't have no money on her. Maybe she'd meet up with a character. I was hopin' things would work out for her. She was a good friend of mine.