A crew of Martians overhears a radio broadcast of Orson Welles' "War of the Worlds" coming from Earth, and, thinking the Martian fleet is attacking Earth, they land their broken-down ship in a backwater mid-American town. As luck would have it, they land on Halloween and get mistaken for trick-or-treaters. Comedy ensues as the Martians try to get taken seriously.

The multi-media misadventures of a mismatched pair of buddies, "Downer" and Nash, one in search of his long lost father, the other in search of the ultimate sexual video game competition. What their odyssey leads them to are some far-out encounters with a demented midget, a transsexual nun, a drunken lunatic, a rabbi landlady and a sex starved beach bunny.