In the indie drama, Rourke plays a down-on-his-heels trumpet player and Megan Fox plays an angel in 1950s Los Angeles. Rourke finds redemption in Fox after he attempts to save her from a gangster.
Nate (Mickey Rourke), a small-time jazz musician, is clearly a hard-luck case. Caught trying to break into a car, he is taken off into the desert where his assailant puts a gun to his head.
Stumbling into a circus pitched amidst the vast expanses of the southwest desert, Nate finds himself drawn to the exotic beauty of Lily (Megan Fox), the Bird Woman. Lily is cold and dismissive; socializing with customers is not her scene.
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But it dawns on her that this gentle giant may well be her way out of a life of eccentric exposition. Nate is protective and understanding, and to him her aquiline beauty is a magic part of her uniqueness.
As their bond deepens, Nate finds that his dreams of bliss are about to be thwarted by Happy Shannon (Bill Murray), a cucumber-cool businessman with deep pockets and an eye for the bizarre.