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Tod Hackett, fresh out of Yale, wants to make it as an art director in late 1930’s Hollywood - but he finds himself increasingly distracted by his new neighbor Faye, a would-be starlet with possible designs of her own on a lonely, morose accountant. As Tod is drawn deeper into the lurid private lives of studio bosses and film industry workers, he gradually becomes desperate to know if Faye - or anyone - is capable of real love.

A group of tenants in an apartment block are being forced to move out so that it can be demolished. The tenants are reluctant to move, so the developers hire a local gang to ‘persuade’ them to leave. Fortunately, visiting alien mechanical life-forms come to town. When they befriend the tenants, the aliens use their extraterrestrial abilities to defeat the developers.