A family in rural Texas finds a boy, Arlis, who says he is lost. They take him into their home, feed him, and give a place to sleep. But the boy later lets his father, Roy (James Caan), into the house to commit a robbery. When they are discovered, Roy brutally murders the family, which the boy witnesses. The sole survivor is a baby girl.
Time passes, and Arlis (Dennis Quaid) lives a solitary life in which he drives a truckload of goods and novelties to restock vending machines and arcade games in roadside stores and restaurants. Making a stop at a roadhouse where a rowdy party is being held, he spots Kay (Meg Ryan), a woman who pops up out of a cake at the party and then passes out because she had been imbibing liquor.
Arlis ends up giving her a ride home, a long drive, while continuing to make his rounds. Upon coming home, Kay sees that her husband Reese has sold the furniture, having lost their money gambling. She packs up her remaining belongings and leaves with Arlis. They spend more time together and grow close.
Meanwhile, a young woman named Ginnie (Gwyneth Paltrow) now travels with a much older Roy. She is a grifter who will pretend to be a mourner in order to steal the jewelry from a dead body at a funeral home. Ginnie brings an injured Roy to his estranged son, Arlis, to tend to his injury.
Passing the house where he grew up, Arlis comes to realize that Kay was the infant who survived the long-ago murders. Roy figures this out as well. He begins talking about tying up loose ends. It leads to a confrontation, and Arlis shoots Roy dead. Ginnie goes off on her own, and Kay and Arlis go their separate ways.Dennis Quaid as Arlis Sweeney
Meg Ryan as Kay Davies
James Caan as Roy Sweeney
Gwyneth Paltrow as Ginnie
Scott Wilson as Elliott
John Hawkes as Groom
Principal photography began on October 5, 1992 & completed on December 26, 1992
It was filmed in Lockhart, Texas. It was also filmed at the Mustang Mott, owned by Maxine McCoy, in Westhoff, Texas.
It was also filmed in Marfa, Texas
Producer Mark Rosenberg died of a heart attack suffered on the film's location in Stanton, Texas. As the end credits begin, the film is dedicated to him.