William has cystic fibrosis and is struggling to live life to the fullest, choosing to spend his time shopping for coffins. After his friend Bobby dies, William finds himself in a lawyer's office trying to understand the ludicrous conditions Bobby put in his will. William is committed to driving Bobby's ashes to a healing shrine in Mexico. Along for the ride is Bobby's sister Hannah and a home-built car unlikely to go the distance. William and Hannah form a relationship along the Pacific Highway as William struggles with his declining health and the pair fight the obstacles in the path to a miracle.

The story begins in 1957 in the star-filled skies above California's Mojave Desert. It is a special night for noted astronomer Ted Lewis, who is preparing a special dinner for his beautiful, adoring wife Lana to celebrate their wedding anniversary. In another part of town, Tammy, a waitress at small local diner with big plans for the future, looks out her window and is excited to see a shooting star, which she takes as a good sign for her dreams. But, what Dr. Lewis and Tammy assume is a shooting star, is really an alien spaceship. The fiery ball hurtles toward earth and crash-lands on a butte in the desert. The only witnesses are teens Dick and Penny who are necking in a nearby lover's lane. A tall, metallic alien named Urp emerges from the craft unharmed, alarmed to discover that the monstrous Ghota, who was also on board, has escaped. The menacing one-eyed creature's unquenchable appetite could mean the end of civilization as we know it...

In St. John College, the freshmen and best friends Luke and Roger meet the sexy blond cousins Lilly and Constance in the laundry of their building. They are next-door neighbors, and the experienced girls invite the young men to visit them anytime. Lilly forgets a package of coins in the laundry, and Luke goes to their room to return it. The room is empty, and he sneaks around, when the two girls arrive. Luke hides himself in the wardrobe, and through an opening, he sees Lilly with many tentacles on her breast. Luke tries to convince his friends that the girls are aliens, planning to attack Earth, but nobody believes in him. Meanwhile, some friends of them are found dead, with the internal organs completely frozen.