Hank (Frederic Forrest) and Frannie (Teri Garr) argue while celebrating their fifth anniversary. Yearning for a life of excitement and romance, Frannie fears that she is wasting her life on a man who shows no interest in her dreams of traveling to far-off places. The argument escalates and they break up. Heading in separate ways and taking to the streets, they both meet and spend the night with strangers. Hank with the seductive Leila (Nastassja Kinski), a runaway circus performer, and Frannie with Ray (Raul Julia), a handsome waiter who moonlights as a cocktail pianist and singer.