It is the second day of school in the tiny town of Babylon, Long Island. The residents of the town--stranded housewives, embittered school teachers, aspiring actresses and introverted failures bear witness to the coming of Fall, unaware of the strange odyssey and momentous changes that the day has in store for them. David has returned to his parents' home in Long Island after a failed attempt at success in the movie business in California. He runs into former classmate Judy Berlin - still outspoken and charismatic, now a local actress with dreams of stardom. As the town is engulfed in the darkness of a strange solar eclipse, David and Judy pass the day reminiscing. In the surreal twilight, they, along with the other inhabitants of this average town wander the streets searching for insight and understanding.