Ben Sanderson, an alcoholic Hollywood screenwriter who lost everything because of his drinking, arrives in Las Vegas to drink himself to death. There, he meets and forms an uneasy friendship and non-interference pact with prostitute Sera.

Paul Reubens stars as Pee-wee Herman in his second full-length film about a farmer who joins the circus after a storm drops a big tent in his front yard. Pee-wee, along with an outlandish cast of animals and circus performers, puts on the best show ever.