Judy Berlin (EDIE FALCO) is an aspiring actress who wants to make it in show business. The only problem is that she lives in Babylon, Long Island and the only acting gig she can find is that in a tourist-based, historical reenactment. Naturally, she's decided to move to Los Angeles.
On the other hand, 30-year-old David Gold (AARON HARNICK) has returned to Babylon after a failed attempt at filmmaking in California. Now living with his parents - Arthur (BOB DISHY), the local principal, and Alice (MADELINE KAHN), a bored and introspective housewife - David must not only deal with his failure, but also repeated encounters with former classmates, such as Eddie Dillon (MARCUS GIAMATTI) and eventually Judy, who believe he's still a filmmaker.
Meanwhile, Arthur must contend with one of his former and now senile teachers, Dolores Engler (BETTE HENRITZE), as well as a current one, Sue Berlin (BARBARA BARRIE), who's seemingly enamored with him, but emotionally distant with Judy, her daughter. As a prolonged total solar eclipse engulfs Babylon in eerie, midday darkness, the small town's residents cope with their various personal crises.