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| Andy Kaufman | Val |
| Bernadette Peters | Aqua |
| Randy Quaid | Charlie |
| Kenneth McMillan | Max |
| Melanie Mayron | Susan |
| Christopher Guest | Calvin |
| Richard B. Shull | Factory Boss |
| Dick Miller | Factory Watchman |
| Kathleen Freeman | Helicopter Pilot |
| Mary Woronov | Party House Owner |
| Paul Bartel | Party Guest |
| Jeffrey Kramer | Party Butler Robot |
While at the repair factory, Val, a robot valet, meets Aqua, a fellow automaton who functions as a party hostess. Remarkably, the two robots discover that they are in love, and impulsively flee from their duties. Looking for a place where they can establish a home, Val and Aqua create their own mechanized child, but their happiness is short-lived, since a relentless enforcer robot has been programmed to apprehend them.
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