Recent recordings of varios artists of songs written by Tom Waits in the 1970's and early 1980's comprise the entire musical score.

The issue of drug addiction is the centerpiece of this film.

Carley's immense commitment issues make her afraid to get too close to people. She and Jim begin to realize they ease each other’s pain. In part because Carley is his muse, Jim finally attains recognition as an artist.

If the two can overcome their problems, they can save each other. When both members in a couple are addicted, and one is afraid to commit, all bets are off. Can they make a change?

The film’s soundtrack features several remakes of songs recorded by multi-Grammy winning singer/songwriter Tom Waits.