In a highly stylized version of Las Vegas, Hank (Frederic Forrest) and Frannie (Teri Garr) argue and then break up while celebrating their fifth anniversary. Heading off on separate ways into the neon-bathed night, they each encounter alluring 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 piano player/singer.