She's 32. She drinks too much. She hustles pool. She's got a 10-year old mulatto son. She's got a different boyfriend every night. She's in trouble. And he's in love.

His ship docked in Seattle, Navy man John Baggs Jr. has a Cinderella Liberty pass, meaning he can be out until midnight - so he intends to make the most of his evening!

And things are clearly going his way when he "wins" call girl Maggie Paul in a pool game. But once Baggs finds out that Maggie has an 11 year-old son and another baby on the way, he backs off - anxious to rid himself of complications he just can't contend with. That is - until he falls in love.