Nate (Rourke), a small-time jazz musician, is clearly a hard-luck case. Caught trying to break into a car, he is taken off into the desert where his assailant puts a gun to his head. Game over? Not quite. Stumbling into a circus pitched amidst the vast expanses of the southwest desert, Nate finds himself drawn to the exotic beauty of Lily (Fox), the Bird Woman. Lily is cold and dismissive; socializing with customers is not her scene. But it dawns on her that this gentle giant may well be her way out of a life of eccentric exposition. Nate is protective and understanding, and to him her aquiline beauty is a magic part of her uniqueness. As their bond deepens, Nate finds that his dreams of bliss are about to be thwarted by Happy Shannon (Murray), a cucumber-cool businessman with deep pockets and an eye for the bizarre.