Judy Berlin is an aspiring actress whose idealism is at odds with her small suburban community, where a solar eclipse induces town inhabitants (a lonely housewife, a frustrated schoolteacher, and a struggling filmmaker) to search for solace and understanding in themselves and one another.

The mad scientist Anton Lupesky invents a drug that can free the souls of the users and allow them to posses the bodies of corpses. The horrible side effect is sometimes fatal hallucinations, that leave the survivors incurably mad.