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. Technician Newton Crosby (Steve Guttenberg) and his indecipherable East Indian assistant, Ben Jabituya (Fisher Stevens), set out to locate Number 5 before the military can go through with its plans to destroy the robot. Number 5 takes refuge with loopy Stephanie Speck (Ally Sheedy), who is convinced that the mechanical man is an extraterrestrial. Hoping to teach the "alien" all about Earth, she fills Number 5's memory banks with reams of pop culture -- and then the real fun begins.