Two beleaguered New Yorkers, Donald Quinelle [Robin Williams] and Sonny Paluso [Walter Matthau], see their ordinary lives collapse into a cascade of fear, paranoia, and violence. Donald Quinelle, a dental supply executive who has just been fired, and Sonny Paluso, a gas station owner whose station Donald accidentally blows up, cross paths in a coffee shop that becomes the scene of a ski-mask robbery.
During the robbery, Donald is shot, and Sonny gets a clear look at the robber, who is later identified as Jack Locke [Jerry Reed]. After the news coverage, a crucial mistake unfolds when Donald’s interview reveals Sonny’s identity to the public, drawing danger straight to Sonny and his family.
That night, Jack Locke visits Sonny’s house to kill him and his teenage daughter Candice Paluso [Kristen Vigard], but Donald intervenes and saves them. The two men, shaken by the close call, drive Jack to the police at gunpoint in a bid to end the threat once and for all.
Donald’s fear of societal collapse grows into a full-blown paranoia. He purchases guns, ends his relationship with his girlfriend Doreen [Annie McEnroe], and travels to a Vermont “survival camp” led by Wes Huntley [James Wainwright], where the rhetoric of danger and readiness takes hold and reshapes his outlook.
Jack is released from jail and the tension intensifies. Sonny tries to reason with him, and Jack agrees to stay away if they tell no one about the encounter, but the fragile truce is undermined by Donald’s mounting bravado.
Sonny and Candice return to the camp to inform Donald of the deal, but Donald taunts Jack into coming up to the camp for a final showdown. The situation spirals as Donald becomes a killing machine, a product of Wes’s harsh teachings, and he and Jack clash in a brutal, draw-filled confrontation.
Back at the cabin, the bloodthirsty campers close in, forcing a tense escape. Sonny, Candice, Jack, and Donald flee in Sonny’s car, pursued in a frenzied chase by the campers who want vengeance. The pursuit ends when Sonny exposes Wes as a wealthy businessman whose camp is a fraud, breaking the spell of the hideout and causing the mob to disperse.
The quartet makes their way home, shaken and wary. Donald steps out of the car and experiences a deep breakdown, realizing what human danger and loneliness have cost him. In a quiet, intimate moment, Sonny offers support, and the two walk back to the car as friends, sensing the fragile line between fear and trust and the uneasy future that awaits them.
