It is December 31, 1982, and the Saturn Theater is preparing for its big New Years Eve concert. The show's midnight finale is having technical problems that narrowly avoid injuring owner and master showman Max Wolfe (Allen Garfield, credited as Allen Goorwitz), who has operated the Saturn since 1968. Fortunately stage manager Neil Allen (Daniel Stern) is on the job. Then former stage manager Willy Loman (Gail Edwards) shows up, and to Neil's chagrin Max refers to her as "the best in the business."Max Wolfe holds a 30-year lease to the theater, but his toadying nephew Sammy (Miles Chapin) has other ideas. Reptilian concert promoter Colin Beverly (Ed Begley, Jr., wearing a white polyester jumpsuit) arrives with his henchmen Mark and Marv (former teen heartthrobs Bobby Sherman and Fabian), who parrot their boss's every assertion with a slight paraphrase. Beverly offers to buy Max out of his lease with what seems to be a sweetheart deal at Beverly's concert auditorium and stadium, but Max refuses. Colin Beverly, cementing his role as the evil villain, replies, "This building is coming down and eighty-eight stories are going up. So f--k you and f--k rock and roll." Max, incensed, lunges at Beverly, only to collapse of an apparent heart attack. Outside, Sammy informs Beverly that he stands to inherit the theater from his uncle, and Beverly embraces Sammy as a new ally. He offers Sammy the same deal he offered Max -- if Sammy can get Max's signature on an agreement to transfer the Saturn's lease before midnight.Dr. Carver (Paul Bartel) arrives to check on Max, and advises bed rest. Meanwhile, one of the stagehands is stealing drugs from the doctor's bag. Coming up with only aspirin, cortizone, and suppositories, he laments that they have "too much work and not much time... what we need is something that's going to blast us into the fast lane." With a flash of light, a cloud of smoke, and the strains of Adrian Belew's "Big Electric Cat", Electric Larry suddenly appears -- a seven-foot-tall man with no face and glowing red eyes, wearing a flat-brimmed pimp's hat with mirrored band and a silver trench coat, and carrying a chrome attaché case. He waves a gloved hand over the case and it magically opens to reveal a stash of pills of every conceivable shape and color, and suddenly the stage is alive with artificially sped-up activity.The various performers for the show are introduced:* Captain Cloud and the Rainbow Telegraph, Max Wolfe's favorite band, arrive in an aging bus that is painted à la the Merry Pranksters' Furthur. The Captain (the Turtles' Howard Kaylan) is carrying a backstage pass for New Years 1969, not 1983, but no matter -- Max gives him the finale for old times' sake. Captain Cloud replies blissfully with one of his many tripped-out-guru epigrams: "The end is always a new beginning."* Nada arrives in a battered 1957 Chevy Belair, and her entire 15-member band piles out of the back seat in a "clown car" gag. The band is an amalgam of many disparate styles of music that appeared on MTV in the early 1980s -- part bubble-gum pop, part New Wave, part garage rock. Locked in the trunk is "Special Guest Star" Piggy (Lee Ving of the L.A. punk band Fear), a self-destructive, anarchistic punk -- with an articulate knowledge of music business contract terminology.* King Blues, the King of the Blues (Bill Henderson), a spoof of Muddy Waters. Although he is a kindly man, King Blues' opinion of himself is so great that a eulogy for a fellow bluesman ends with the King threatening God "you better take care of him, or I'm going to wax your ass."* Auden (Lou Reed), "metaphysical folk singer, event of the '70s, [and] antisocial recluse," hasn't been heard from in six years -- but Max is certain he can convince him to play the Saturn, since he's "calling from his deathbed." Auden answers the phone in a shot that mimics perfectly the cover of Bob Dylan's Bringing It All Back Home, except that everything, including the woman lounging on the couch, is covered in cobwebs. Hearing that Max is making "a deathbed request," Auden bursts into song (using that phrase as a lyric) and decides "there's a concept album in this, I'll be right over." He hops into a cab and tells the driver to "take the scenic route, I got some things to work out."* Reggie Wanker (Malcolm McDowell), "20 years of rock and roll and still on top", is a Mick Jagger spoof with his own private jet and a countess for a girlfriend. Years of fan adoration (and drug use) have left Reggie jaded, bored, and uninspired with his life as the ultimate rock star.The new by-the-book fire inspector, Connell O'Connell (Robert Picardo), arrives and informs Neil that no fireworks and no open flames will be permitted in the theater.Max and Neil give a brief pep talk to the Saturn staff, then the doors are opened and the audience streams in. While the ushers (including Clint Howard) take pains to search everyone and begin to accumulate a massive stockpile of confiscated contraband -- including kegs, firearms, and a 500-pound bomb -- they seem oblivious to the seven-foot tall walking marijuana joint that enters excitedly, accompanied by two Rastafarians.King Blues opens the show, performing two of his "own" hit songs, "The Blues Had A Baby and They Named It Rock and Roll" (by Muddy Waters) and "Hoochie Coochie Man" (by Willie Dixon). Next the Nada Band take the stage and perform "I'm Not Going to Take It No More." Piggy leads the band in a viciously punk-rock version of "Hoochie Coochie Man," complete with stage dives and slam dancing, and King Blues recognizes it from its opening notes. He appraises Piggy's rendition warmly, saying, "Who said a white boy can't sing the blues?"After their set, Nada, Piggy and the band return triumphantly to their dressing room, only to be disappointed by the poor selection of refreshments. Nada says, "champagne again?" which cues Electric Larry to reappear; this time his attaché case contains a large rock of cocaine, which grinds itself into powder and distributes into neat lines with a wave of Larry's hand. Piggy, inexplicably, panics at the sight of Larry and flees the room.Reggie Wanker heads for the stage, while fires of appreciation (many of them much bigger than the concert-cliché upraised lighter) burn throughout the audience. At the same time, the fire inspector is chasing the giant joint, now partially burned down, through the mezzanine with a fire extinguisher.As the show proceeds, Sammy tries to find ways to sabotage the theater, including fueling a fire in the basement and cutting the fire hose. Neil and Willy manage to put the fire out by connecting their hose to a water pipe in the dreaded mens' room. Mark and Marv give Sammy a bomb, which he plants in the rocket ship that Max will ride during the final countdown to midnight.Reggie sings a celebration of egotism, "Hot Shot," then moves on to a version of "Hoochie Coochie Man" (leading King Blues to "bask in my own genius.") During his set Reggie sets off fireworks, and the fire inspector (now in the audience) rushes the stage. The bass player hits the inspector with his guitar and kicks him off the stage, a reference to Pete Townshend's treatment of Abbie Hoffman at Woodstock. The inspector runs backstage, where he collides with Sammy (who is fleeing the impending bomb). Both are knocked unconscious and fall to the ground. Electric Larry, unbidden, shows up for the third and final time to squirt an eyedropper of clear liquid (presumably LSD) into the tank of the water cooler. He delivers his only line -- "Happy new year" -- and vanishes. Moments later the inspector and Sammy are revived and drink water from the cooler, which almost immediately gives them animated rainbow visions. The inspector is last seen spraying his fire extinguisher at random, seeing fires everywhere, while Sammy abandons his greedy persona and starts giving away his material possessions.Willy overhears Mark and Marv talking about the bomb, and is captured by them and Colin Beverly. They lock her in the trunk of Beverly's limo and drive off. Auden, still riding in the taxi cab, realizes that day has turned to night and orders the driver to "step on it." The cab soon collides with Beverly's limo, which releases Willy, who escapes and runs back toward the theater.During a ridiculously extended drum solo, Reggie has returned to his dressing room for an interlude with about a dozen half-naked groupies. His girlfriend, Countess Chantamina (Anna Bjorn), discovers his infidelity and invites the nerdy, virginal stage hand Joey (Dan Frischman) into another dressing room as an act of retribution. Reggie finds them and, feeling betrayed, returns to the stage to deliver a heartfelt ballad reprise of "Hot Shot." As the song ends, Reggie walks backstage, where he asks Neil for a glass of water -- which comes from the now-magical water cooler.Left wanting an encore from Reggie, the audience begins to get unruly, so Neil puts on a cartoon -- a black-and-white print of the 1935 Technicolor short The Sunshine Makers. Meanwhile, Reggie heads to the bathroom, where his penis initiates a conversation with him, explaining that tonight's performance was Reggie's greatest because it had emotion. Reggie decides to name his penis as his band's new manager, telling his bandmate Toad (the Doors' John Densmore), "Rock and roll is going to be fun again."Only a few minutes before midnight, Willy reaches the theater and tells Neil about the bomb. With the help of Captain Cloud, Neil learns from Sammy where the bomb is hidden, and he radios up to Max, who is already riding the booby-trapped rocket ship down a wire from the upper reaches of the theater. Max finds the bomb and tries to throw it to Neil, but instead it lands in the crowd, which tosses it playfully, as if it is yet another concert beach ball -- overhead from person to person. As the crowd counts down the final ten seconds, the bomb makes its way out of the main hall, through the lobby, and out the front door. Just as Colin Beverly's limo pulls up to the curb, the bomb is tossed into it -- and the last second ticks away. There is a big explosion, everyone shouts "happy new year," and Captain Cloud leads them all in "Auld Lang Syne". Beverly, Mark and Marv crash through a skylight, relatively unharmed, and the celebration ends happily.As the last of the audience leaves, Auden finally arrives, having paid a cab fare of $11,864.90 with the cash in his pocket. Neil introduces Auden to his younger sister, Susie (Stacey Nelkin), who is a big fan. Max gives Neil the lease to the theater, saying he intends to retire. Neil offers partnership to Willy.The end credits roll, while Auden sings Reed's "Little Sister" to an audience of three: Susie... and in the balcony, the giant joint and a lonely German Shepherd guide dog. The final caption reads, "Thanks for the memories to the entire staff of the Fillmore East 1968-71."