In this angst-ridden tale set in the Silverlake section of Los Angeles, Carley (Emily Stiles) lives a life of pills, dive bars and uncommitted sexual encounters. When she meets up with Jim (Jimmy Jane Farley), an artist with "recreational" heroin issues, she is forced to face her avoidance of intimacy and her own drug use. Recent recordings by various artists of songs written by Tom Waits in the 1970s and early 1980s comprise the entire musical score of the film.