Number 5, one of a group of experimental military robots, undergoes a sudden transformation after being struck by lightning. He develops self-awareness, consciousness, and a fear of the reprogramming that awaits him back at the factory. With the help of a young woman, Number 5 tries to evade capture and convince his creator that he has truly become alive.

Jake an aspiring singer from Tennessee comes to New York and finds herself working in club owned by a sleazy guy named Freddy. It seems Jake is under contract and Freddy doesn't want to let her go. So Jake makes a bet; that she can train anyone to sing and if she does, he lets her out of her contract. And the guy she has to train is cabbie named Nick. They go to her home in Tennessee and Jake tries to teach him but it's very tough.