This highly anecdotal film centers upon Doc (Nick Nolte), a self-employed marine biologist who lives by the ocean and interacts with the neighborhood denizens, trying to conceal a troubled past. Across from Doc's digs stands the local bordello, the Bear Flag Restaurant. Across the entrance ambles Suzy (Debra Winger), a drifter who tries to become one of the girls and fails miserably. However, she does set her sights on Doc and acts accordingly.