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.