- An angel under the thumb of a ruthless gangster is saved by a trumpet player down on his luck.
- In Reno, the former successful trumpet player Nate Poole has a one night stand with the wife of the powerful and ruthless mobster Happy Shannon and one of his gangsters abducts Nate to kill him in the desert. Out of the blue, Nate is saved by Indians and he walks through the desert until he reaches a side show owned by Sam Adamo. Nate asks if Sam has a telephone to make a phone call to his friend Harriet, but he sees a beautiful woman with wings called Lily Luster and he asks a drink to her. Then he invites Lily to move with him to Reno. However Sam kidnaps Nate to kill him with a snake, but Lily rescues Nate with a truck and they head to Reno. Nate plots a scheme to raise some money, offering Lily to Happy. Along their journey back to Reno, Nate falls in love with her and he decides to call off the agreement with Happy. But the criminal finds Nate's hideout and abducts Lily and keeps the angel with him. Neverthless Nate is decided to rescue Lily from Hàppy's fortress.—Claudio Carvalho, Rio de Janeiro, Brazil
- A jazz trumpeter falls for a radiant but distant circus performer and convinces her to run away with him in this poetic romantic fantasy from writer/director Mitch Glazer (Scrooged, The Recruit. When wayward jazz musician Nate Mickey Rourke) is caught attempting to steal a car, he soon winds up looking down the barrel of a gun in the middle of the desert. Incredibly, Nate manages to cheat death by dodging a bullet, and wanders directly into the middle of a mysterious circus in a sea of sand. Instinctively drawn to Lily (Megan Fox) the Bird Woman, the wandering musician grows dejected when she spurns his repeated advances. In time, however, Lily begins to see Nate as her last chance to flee from a life of captivity. But just as the first chapter of Nate and Lily's storybook romance comes to a close, wealthy businessman Happy Shannon (Bill Murray) appears and threatens to destroy their one last shot at living happily ever after.
- Nate (Mickey Rourke), a small-time jazz musician and recovering heroin addict, is clearly a hard-luck case. After a performance one night, he is mugged and bound. He awakens to find himself in a vehicle driving him out to the desert, but he is helpless to do anything about it. His assailant then walks him into the desert and is about to kill Nate, when he is shot by a band of Indians and Nate is left unharmed. Nate then finds a circus in the desert, and is drawn to the exotic beauty of Lily (Megan Fox), a sideshow performer who has wings on her back. Lily is cold and dismissive, but it dawns on her that this gentle giant may well be her ticket to a better life. The sideshow owner (Rhys Ifans) attempts to kill Nate, but Lily rescues him by stealing a truck, and together they flee to the city.
Nate and Lily begin to form a relationship. Nate, fearing another assassination attempt, seeks out Happy Shannon (Bill Murray), a gangster with deep pockets who ordered Nate killed after Nate slept with his wife, whom he also had murdered. Nate offers to put Lily on display for paying customers, and offers Happy 75%, with him to have the remainder. Happy dismisses the proposal and does not believe that Lily has wings, but later sees for himself using binoculars.
Happy then abducts Lily, and to keep Lily content, he agrees not to harm Nate so long as Nate stays away from Lily. Nate realizes he is in love with Lily, and attempts to break her out of Happy's custody. Together with Lily they run to the top of a building chased by Happy's men. Nate tries to convince Lily to fly away, but Lily does not have confidence that she can fly. Nate then jumps off the building and Lily then jumps after him, discovering that she can fly. She catches Nate before hitting the ground and together they fly off into the desert.
Nate then looks down on the ground below as they are flying and sees his corpse in the spot of the desert where the Indians had shot his assassin, suggesting that everything that happened from that point was a dying dream. He is last seen being carried by Lily into the sky.
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