Drifter Chance Wayne (Paul Newman) returns to his hometown after many years of trying to make it in the movies. With him is a faded film star he picked up along the way, Alexandra Del Lago (Geraldine Page in her Oscar-nominated performance). While trying to get her help to make a screen test, he also finds the time to meet his former girlfriend Heavenly (Shirley Knight in her Oscar-nominated supporting role), the daughter of the local politician Tom 'Boss' Finley (Ed Begley in his Oscar-winning performance), who more or less forced him to leave the town many years ago.

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