Howard Spence (Sam Shepard) has seen better days. He once was a big movie star, acting mainly in Westerns. At the age of sixty, he uses drugs, alcohol and young girls to avoid the painful truth that there are only supporting parts left for him to play.

After yet another night of debauchery in his trailer, he decides to flee from the film set and leave his ruthless life behind. He ends up in Elko, Nevada, the town where he was born, and where his mother still lives. Lulu (Eva Marie Saint) has not seen her only son for more than thirty years, and she wants him to show her pictures of his family. Howard has no family, of course. So he learns from his mother that a woman called her once, long ago, telling her that she was carrying Howard's child. The idea that he has a son or a daughter somewhere out there seems like a ray of hope for Howard, a possible salvation from his narcissistic and meaningless life.

Meanwhile, the film shoot is interrupted and Sutter (Tim Roth), a private detective, is hired to find Howard and escort him back to the set. When he appears in town, Howard is reminded of the reality he has escaped from and he flees again, this time to find his lost child in Montana.

The movie that catapulted Howard to stardom back then was shot near Butte, a city that is now a place of deep depression. Doreen (Jessica Lange) was one of Howard's flames at the time. She is now running the M&M, the coffee shop where she was a waitress when Howard first met her. Her son Earl (Gabriel Mann) is a rock musician and singer living in Butte as well.

His encounters with Doreen and Earl make Howard think that returning to Butte might have been a big mistake. Especially his son completely rejects him. Howard is ready to give up and leave Butte again, when out of nowhere a young woman appears. Sky (Sarah Polley) is in fact, Howard's daughter, the product of another short fling that must have happened during the filming of the same movie. Earl and Sky do not even know about each other.

For the first time in his life, Howard does something unselfish and tries to put this disconnected family back together...