On the edge of odd, this black and white B movie sci-fi spoof is good fun that will also keep you thinking, with great performances from several women. It opens on the day that Lisa (Mary Woronov, Frog-g-g!, The Halfway House, Prison-A-Go-Go!, Black Widow, Sugar Cookies) finds out that her husband is having an affair with Virginia (Roma Maffia, Things You Can Tell Just by Looking at Her, "Nip/Tuck"), the bisexual town slut. That night, a strange rainstorm hits, plunging everyone in the world into a deep sleep.

All of the women in this small isolated town awake to no electricity or phone service, and soon they find that their men will not wake up at all. As husbands and sons start dying and food supplies dwindle, the women begin to organize themselves to share resources, although greed has certainly not disappeared with the male population. Lisa takes on the role of sheriff.

Some women are hopeless without men, while others are quite happy. Lisa, her sister Janet (Jamie Tolbert, Hubby/Wifey) and friends Tabby (Sandra Kinder, "Ellen") and Claire (Jane Ray) jump into Janet's RV with a supply of gas and food. On the radio, they've heard about a women's community called Elysium, with the promise of a new beginning, especially critical since Lisa is pregnant.

Along the way, the group runs into Phaedra (Cheryl Dunye, My Baby's Daddy, Stranger Inside, The Watermelon Woman) and Lemongrass (Jenny Shimizu, Foxfire, "Ellen"), who invite them to participate in a bonfire of anything that represents the former phallocentric society. Only Claire is comfortable in this lesbian feminist collective, and she stays while the others motor on towards their new hope.

Later the RV is held up at knifepoint by Koko (Thea Constantine), Virginia's new girlfriend. She makes Janet do a striptease before they escape and leave the two lovers in the dust. Finally they reach Elysium, but all is not well. Just what does the future hold in a place where the few remaining men are kept alive for procreation?