A misfit in his football-mad Nebraska town, Jason Prayer (Webber) works minimum-wage jobs to support his mom and finds pleasure in helping out his aging friend Gus (Stanton) run his neighborhood cinema and watching old movies. And who walks into the joint? Why Frances (Deschanel), the perfect film noir babe who wouldn't know the truth if it slapped her across the kisser. Jason is instantly smitten and Frances is kind enough to encourage him to get out of town and start a new life, but can Jason really do it?