Hitchhiking in an oilfield services truck, Dennis enters an unknown man’s world. Swept up in his dream of inventing profitable new oil discovery technology, Dennis spends the remainder of his adolescence with wildcatters. We rejoin Dennis, 17, outside Las Vegas in the turbulent days of the Bugsy Siegel’s successor, Israel Alderman, 45, and the Fabulous Pink Flamingo Hotel and Casino. Close by is the deactivated Las Vegas Army Airfield set to reopen as the Air Force’s jet bomber training facility.

Dennis prays his crude seismograph will locate a vast oil deposit. After failed attempts, he finds oil. Meanwhile, Lili, 17, a Hawaiian knockout who dances at the Fabulous Pink Flamingo Hotel and Casino hears the radio announce Hughes’ Spruce Goose flight. She recalls her escape with Kam Paki, 17, from U.S. soldiers six years earlier that ended with their being sent to a Japanese interment camp. There, Lili and Kam meet Itchy Fong, 34, trader, aerialist and future business partner. Lili and Itchy have tried to enlist the aid of Dennis in planning a combination circus and casino. Dennis and Lili are ill-fated lovers who have never shared a bed or a similar view of Las Vega’s future.

Dennis returns to his secluded campsite after the oil find to see a forbidden campfire near a sleeping form. He frames the form in his sight picture, squeezing the trigger. Lili awakens and they argue about her working as a dancer and her belief that Dennis’ is lying about an oil discovery. He displays his seismogram, a paper recording, as proof. They make up, and Lili opens a package addressed to Mrs. Paki. We are made aware that surveillance by plane of their camp is underway.

Howard Hughes Jr., 43, has fooled the press into believing he is in the black Chevy entering Santa Monica Airport. A Mormon disguised as St. Nick pays off the cops and hands Hughes his cherished Harmon Trophy with a manila envelope attached containing documents. The plane is being taken on a time-trial defying both the Air Force and Noah Dietrich, 59, Howard’s trusted lieutenant who is also attempting to recover missing aliens and a UFO engine from the Roswell crash. John Garrison, 32, a federal agent has been sent to investigate aliens and recover the stolen Roswell items. He arrives at Dennis’ camp with Angel Stallings, 30, a showgirl who has many suitors, and Itchy Fong.

Kam Paki, 24, who aided Lili’s escape from U.S. soldiers in Hawaii is in love with her. Inside test station Alpha, Kam sees a vicious storm heading toward Las Vegas from the Pacific. At Dennis’ campsite, Dennis and Lili lament Garrison’s arrival. The contempt that Garrison feels for Westerners is evident as he dismisses Angel’s UFO sighting as meteorites. Dennis starts his radio show using a government radio beacon intended to steer military planes to Las Vegas Airfield. He presents Lili with a wedding ring and makes love before the storm hits. 

Hughes encounters the storm and malfunctioning equipment following Dennis’ country music to a lightning bolt that electrifies both Dennis and the plane. The plane is turned to a glowing object, which Lili takes to be aliens. Hughes appears by the storm-damaged ragtop to take Dennis’ seismogram and read Dennis’ journal. We see that Dennis’ mother cut the head off Dennis’ father in the photo given to Dennis at the orphanage. Hughes likes Dennis since he is fond of planes, aliens and beautiful women.

At Wright Patterson Field Garrison and General Ramey, 44, discover Hughes has been tracking UFO visits. A Hughes employee, Waldo Simmons, 46, witnessed the first A Bomb test in 1945. Hughes won’t share alien data. We learn that the Army Air Corps. gathered acres of UFO debris, which compresses to fill into a walnut shell. Aliens use gravity wave-powered crafts, raised symbols to communicate, and convert energy. Col. Filo Lister, 43, also a Hughes employee, swooped down on the Roswell crash site and was found in possession of metal debris strips taken from the craft, whose raised symbols translated as U.S. and Russian military locations. The race quickens to recover missing Roswell items before Lister can release information to the world’s press.

Hughes kidnaps Lili and flying to Las Vegas Airfield from Dennis’ camp but, is forced to land at Itchy Fong’s Trading Post. Itchy hears Hughes call Lili Mrs. Brill and angrily ends his partnership. We hear Noah on the United Artists lot and Waldo high in the air talking. Hughes has a photographic mind and is running an empire, while increasingly dependent on codeine. Howard with Lili in tow departs for Las Vegas Field to install secret instrumentation on his C-69 constellation. Dennis unable to start the Hughes test plane pilfers the craft’s radio setting off after Lili, his oil, and biplane. At Fong’s Trading he accepts Itchy’s challenge to win Lili’s love by action, not dreaming of wealth through inventions and found oil, but will Dennis really change?

Soldiers arrive who tell Itchy he is on federal land. The trading store pagoda is burned to the ground, as they are carted off in a jeep. Dennis escapes the clutches of Garrison in his biplane flying to a unexpected welcoming Las Vegas Field. Dennis is detained and given a message from Hughes on his seismograph which says the oil he found is the government’s and he can’t afford Lili. Dennis takes his ring from Lili, convinced she loves Hughes. Dennis steals Roswell photos before entering the claustrophobic noise, smoke and crowds of the Fabulous Pink Flamingo Casino in ill-fitting civvies from the Base Exchange.

Filo Lister appears with an assortment of characters at a Noah Dietrich party that tests Dennis’ resolve. In an encounter with Noah Dietrich, Dennis’ ideas are shunned and his proposed partnership with Hughes Tool Company ridiculed. Abandoned and penniless, Dennis is drawn to watch Lili perform before eager airmen. He confronts her in her dressing room and snatches a Hughes note pledging lasting affection to Lili. Hiding the stolen photos from federal agents in the saddlebag of an Indian called, Little Bear, 19, Dennis eludes agents briefly, but is eventually stripped naked by agents. He recovers as Angel watches a drunken Filo outline the solar system on a tabletop. Filo tells of seeing aliens and the UFO engine.

At Binon’s ranch Noah and Angel make love as Kam peeks at Hughes’ photos detailing Dennis’ activities. Dennis’ seismogram winds up in Angels blouse. A drugged-out Hughes arrives to profess his desire to bed Lili, while shocking behavior unfolds. Meanwhile, from Arlington Hall Station, outside Washington, the NSA tells Garrison the White House wants the missing items now. Garrison must eliminate the conspirators, Brill, Lister, Angel and Lili, and the recover the missing alien photos. Dennis sees Lili, but is turned away. In rodeo clothes brought with Angel’s money, Dennis drunk and disillusioned is beaten by Kam and arrested. In jail he sees part of Lili on the front page of a newspaper telling of Hughes courting a Hawaiian princess. Filo visits Dennis in jail awaiting prosecution for stealing U.S. property, which he had purchased from Itchy. Filo and Dennis are overheard talking about stolen Roswell evidence that is to be released to the American people.

Dennis reaches the depth of despair when he sees three severed Tiger cub heads, which had been the Fong’s family pets. Little Bear forces Dennis from the jail cell, and seeing Binon’s ragtop outside a stable mistakenly believes Lili and Hughes are making love. He is desperate until the Little Bear hands him a note where Lili professes undying love. He escapes to the desert to join Itchy, Filo and Angel at Binon’s ranch house where they will broadcast Roswell facts on a radio. Filo recounts his UFO crash experiences and the viewing of symbols through a special alien light filter. The raised symbols are small Disney-like cartoon pictures. They show an Earth once ravaged by a giant asteroid. Most disturbingly, they show a future moon-launched missile entering lunar orbit to descend to destroy the earth. 

Filo tells of his crop dusting youth and a daydream where he like Buck Rogers was ordered to the stars in a rocket ship. He recounts the shipping of aliens in small ice-filled coffins from Roswell to Forth Worth on a Hughes plane. Angel is distraught to hear Filo considered this a waste of good water. He explains that the bodies were robots. He tells of a tall alien who leaves the crash in an undamaged ship. Lili arrives with Little Bear, and Filo proposes to Angel.

Meanwhile Garrison facing disgrace, orders the ranch and all inside to be incinerated. A jet races from an underground runway in Area 51 on a death mission. Garrison accompanied by Kam, who is ready to fire his rifle should anyone attempt escape, has been promised incriminating evidence of his killing Bugsy will be destroyed. Hearing Lili’s voice on the radio, Kam assaults Garrison, who with his last gasp shoots Kam. A hot-air balloon provides escape for Itchy, Angel and Lili. Napalm bounces from the balloon to treetops. As Garrison pulls Kam’s body from the car, he hears limbs breaking. Napalm explodes and Garrison now a fireball, digs dirt as he dies.

As the judge supervises, Hughes and Dennis trade photos. Dennis’ takes the photo of himself when a baby with a handsome officer and his mother finally realizing they truly loved him. Howard will trade the military the photos of aliens to stop future launch pad construction on the lunar surface. The Judge announced a standoff looking at the photos, " Three of a very strange kind, and three in a family way." 

Howard lets Denis keep his cherished Harmon Trophy containing a stock warrant and a deed to a Big Bear lake property. Four wedding rings drop to Dennis’ palm. The Fong girls hand Howard the rings before the wedding party at the Flamingos outside pool, while the press seethes behind a military honor guard. Angel and Filo kiss while exchanging gold. Howard in top hat and tails enjoys giving his female trophy Lili away. The squaw holds out her to little Bear while Itchy looks down approvingly from a high wire.

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