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The plot concerns Lewis Thomas (Paul Walker), a young man who decides to go cross-country to pick up his high school sweetheart, Venna Wilcox (Leelee Sobieski), from college. On his way there, he bails his brother, Fuller Thomas (Steve Zahn), out of jail. Fuller, looking for a good time, decides to ride with Lewis. During their trip to pick up Venna, Fuller coaxes Lewis into playing a cruel joke, through their CB radio, on a truck driver, known only as ‘Rusty Nail’ (voiced by Ted Levine). When the joke takes a deadly turn, Lewis, Venna, and Fuller find themselves being relentlessly stalked by the psychotic truck driver who is looking for more than an apology.

After a sexual harassment incident, Dennis Burke (Peter Coyote), a Nathaniel Hawthorne scholar, goes to work at a California college. He begins correspondence with an imprisoned murderer, Lydia Davis (Nastassja Kinski). Burke is finding old habits hard to break, developing relationships with obsessive coeds. Meanwhile, Lydia escapes from prison. Dennis and his colleague Thurston, a computer scientist and hacker, find themselves caught in a web of intrigue.

This movie is a remake of the hit series which starred, Phil Silvers as Sgt. Bilko. In this movie, Bilko is played by Steve Martin. Bilko tuns the motor pool and has all sorts of scams going on like gambling, renting out military vehicles, and so on, which are all violations. However, his commanding officer, Colonel Hall overlooks them, cause he is more concerned about his future, cause a lot of bases are being closed, and the inspector, Major Thorn was on the verge of doing that. But when he heard that Bilko was on the base, he turned into a mad dog. It seems that Thorn was a “thorn” in Bilko’s side many years ago but through a series of misunderstandings, Thorn was accused of carrying out or being the brains behind one of Bilko’s schemes, he would be sent to Greenland and his career has not gone as he hoped it would and now wants revenge on Bilko.