Ben (Nicolas Cage) is an alcoholic whose life is falling apart. He goes to Las Vegas where the bars never close, to drink himself to death. There, he meets Sera (Elisabeth Shue), a hooker, and asks her back to his motel. An extraordinary love affair develops between them. Ben promises to never ask Sera to give up prostitution and Sera vows never to ask Ben to stop drinking. But as Ben deteriorates, Sera breaks her vow and begs him to see a doctor. Ben leaves.

Apart and alone, their lives quickly go downhill. They can no longer live without each other. At a cheap motel, the lovers are re-united as their affair reaches a painful but beautiful climax...