The time is somewhere in the Future, in a place called Rain City. The place is a police state and everything has a 1940s-style feel to it, including attitudes and language characters use to deal with each other. Outside of the city, a young well-meaning father Coop (Keith Carradine) and his tender pretty wife Georgia (Lori Singer), and their small baby live in a trailer, and decide to move to the city for better work after Coop fails to find meaningful employment. In Rain City, ex-cop Hawk (Kris Kristofferson), imprisoned for killing a man, is released from prison and returns to his ex-girlfriend Wanda (Geneviève Bujold) who runs a diner. When Coop and Georgia arrive at Wandas Diner they are cased by Solo (Joe Morton), a sly thug who quotes passages from literature as he sips his coffee. Solo immediately attaches himself to the needy Coop and the two enter into a crooked deal to obtain stolen jewelry and resell to a local gangster Hilly Blue (Glen Milstead aka Divine). Hawk immediately sees how Solo is using the impressionable Coop to further shady crime activities and what it is doing to the vulnerable Georgia and her young baby. After prodding from Wanda, the disillusioned Hawk seeking some value in his own life, intervenes in order to help the young girl Georgia and is immediately attracted to her sensitivity. As the duo Coop and Solo get more deeply involved in their crime activities, Hilly Blue manipulates those around him to control the forces that govern the gangsters in Rain City and in a confrontation between Hawk, Coop, and Hilly Blue a philosophical denouement is achieved that shows to all involved what value they have in their lives.