Stephen's (Paul Sparks) mother has just passed away, and he spends his time roaming through her untouched house full of pink bedspreads and porcelain dolls, fondling her dentures, and driving her classic car around town. His dull despondence is interrupted when he spots a chain-smoking waitress named Tonya (Joey Lauren Adams) working at the local diner and gives her a ride home. Instantly obsessed and wanting to be closer to her, Stephen even offers to help Tonya take care of her sick and abusive husband—giving them rides to the hospital and staying with him at the shoddy motel they live in. At first hesitant, Tonya eventually begins to accept this awkward stranger's help—after all, with a bad drug habit, a sick husband, and a low-paying job, she can use all the help she can get. But as Stephen's unsettling delusions of love deepen, Tonya's struggle with addiction and poverty become more and more intense, until all three lives begin to rapidly spiral toward tragedy.