Cowboy drifter Eddie (Sam Shepard) reconnects with May (Kim Basinger), the love of his life, in a seedy desert motel -- even though she's taken up with a new boyfriend (Randy Quaid). But thats not the only threat to their rekindled passion. A mysterious old man (Harry Dean Stanton) also harbors a secret so dark and forbidden, it could destroy Eddie and May's love forever.

Robert Altman's adaptation of Sam Shepard's play takes the characters off the stage and places them deep in a barren New Mexico locale. Eddie (Sam Shepard) is a mysterious cowboy drifter who returns to the seedy El Royale Motel with the hope of resuming his romance with May (Kim Basinger), a blonde bombshell who works as a waitress in the bar. Over the course of one night, the lovers argue and talk endlessly, gradually revealing the tragic secret behind their tumultuous affair. Adding conflict to the proceedings is Martin (Randy Quaid), a man who is out to win May's heart. Altman captures the confined atmosphere of Shepard's play, keeping the locations to a minimum. Shot in the middle of the Santa Fe desert, the film plays itself out like a disturbing, nostalgic dream. As the bickering couple, Shepard and Basinger perform with a fiery passion that makes the silent desert all the more unsettling. The songs, by Shepard's real-life sister, Sandy Rogers, ring throughout the night, augmenting the film's dark tone.