Chicago 1931. Lone wolf Nils Lind has lost his booking agent and only opportunity to break into show business. Too proud to accept failure, he takes it upon himself to find a gig but is met by closed doors and ridicule. Vaudeville veteran Benji Shaw finds himself a blacklisted wash-up, ready to abandon the only way of life he knows and return home a penniless tramp. But somehow his last spark of hope just won't go out. The two meet by chance and forms an unlikely team, set on making one last try in a dying showbiz world that wants neither of them, all under the watchful eye of the mob, and forced to face their own limitations, cowardice, and state of mind.