Frank (Beau Bridges) and Jack Baker (Jeff Bridges) are professional musicians who play small clubs. Times are changing and dates are becoming more difficult to get so they interview female singers. They finally decide on Susie Diamond (Michelle Pfeiffer), a former 'escort' who needs some refinement, but the act begins to take off again. While they are now successful, both Frank and Jack have problems with their life on the road. Susie becomes the agent that makes them re-evaluate where they are going, and how honest they have been with each other. When the relationship between Susie and Jack - younger, less committed, but more talented than Frank - briefly becomes more than professional, tensions surface between all three!

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