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 technician Newton Crosby (Steve Guttenberg) and his assistant, Ben Jabituya (Fisher Stevens), hot on his heels, Number 5 takes refuge with loopy animal lover Stephanie Speck (Ally Sheedy). Determined to evade capture, the robot must convince his creator that he has truly become alive.