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William Shatner and his cast and crew roll into Riverside, Iowa, where he meets with the residents and informs them of his plan to film a sci-fi movie there. He convinces them that he's casting members of the town for roles as cast and crew on the movie, none of them knowing that they're actually part of a reality TV series and the movie, Invasion Iowa, is a fake. Shatner gets a small tour of the town, meets with the mayor, He and his team then do the ""casting,"" choosing a wide mix of Iowans to be in the ""movie."" Among the cast are a farmer, a stand-up comedian, a reverend and many others. The cast learns their various roles and begins ""filming"" on the movie project. Later, they are all for an early screening of the film, which brings mixed reactions.

As the filming continues, one cast member expresses suspicions about the legitimacy of the project. The Iowa cast is introduced to Max, the evil studio executive. The cast and crew are introduced to ""Love Bombs"" by Bill's ""sensitive"" --- Steve, while one is forced to keep an eye on Desi and stop her from fraternizing with Tiny. Filming on the fake movie project continues to roll and the film's villain is introduced --- the Disintegratix 3000 (Gryffyn.) Everyone has trouble pronouncing her name and some feel that an on-screen kiss in another part of the movie is going overboard. Additionally, a local store owner is introduced to Gryffyn's kleptomaniac tendencies when William Shatner slips her a $50 bill and then watches as she shoplifts several items of no use to her from the premises.

William Shatner and Scotty (Bill's assistant's assistant) are doing there motivational sayings. They say they want to be nice to Max. Shatner prepares to tape the part of the fake movie where he must say ""Nooooo!!!"" for a long period of time. William needs help remembering the line, so he makes Diana (cue-card lady) hold three pages saying ""Nooooo!!!"" and makes her count the Os out loud. After that important line is taped, Shatner and Scotty go to Scotty's house to use the washroom. While Shatner is using it, Scotty receives a call from the fake Sean Connery. The fake is very mad that he is not getting everything he was promised from Max. William Shatner later decides to have an auction, auctioning off things used in the fake movie such as gum, chewed by one of the actresses. The next scene has Tiny (Shatner's body double) running to a man. Shatner makes him sprint the run over and over again. Gryffyn shows her new book about a penguin that had plastic surgery on her wings to look goo

The shenanigans continue as Shatner puts in place a prank to change the name of Riverside to ""Billville."" Shatner meets Don Rath ""Coon,"" who shares the story of his ""raccoon penis."" Gryffyn reports on changes made to her Popo story, based on feedback, but it turns out that it's even more outrageous than before. Filming is completed on the phony Invasion Iowa movie, at which point Shatner tells the Iowa cast and crew that there's not going to be any movie. After he reveals the reality TV show hoax, the actors and actresses reveal their real identities, but one of the Iowans is so incensed that they feel they've lost him. Still, everyone comes back together in time for the big reveal to the entire town. The town is given $100,000, plus an additional $12,000 to the Riverside Elementary from the crew, as well as special prizes to many of the Iowa cast and crew. Following this is the world premiere of the phony Invasion Iowa movie. Finally, the audience learns about what happened following