An outbreak of a bacteria called M-3 causes people to die in extreme pain via body spasms. A woman who is a carrier escapes from a hospital and goes on the run, spreading the plague to people she encounters, and onto food in fast food stops etc. She has no idea however that she is a carrier, and as such may carry a cure.

Gay hair stylist Robin Turner does a lot of work for drag queens, all the while dreaming that he'll someday find the courage to perform in drag himself. When his schizophrenic friend, Liza, turns up looking for a place to stay, the two form an increasingly tight bond, Robin helping Liza through an unplanned pregnancy and Liza pushing Robin to develop a successful nightclub act.