Several lost-soul night-owls, including a nightclub owner, a talk radio relationship counselor, and an itinerant stranger have encounters that expose their contradictions and anxieties about love and acceptance.

Geneviève Bujold
as Nancy

Keith Carradine
as Mickey

Lesley Ann Warren
as Eve

Patrick Bauchau
as Zack Antoine

Rae Dawn Chong
as Pearl Antoine

John Larroquette
as Billy Ace

Edward Ruscha
as Ralph Chomsky

Gailard Sartain
as Mueller

Robert Gould
as Lou

John Considine
as Dr. Ernest Greene