Nate (Mickey Rourke), a small-time jazz musician and recovering heroin addict, is clearly a hard-luck case. After a performance one night, he is mugged and bound. He awakens to find himself in a vehicle and being driven out into the desert, but he is helpless to do anything about it. His assailant then walks Nate away from the car and is about to kill him, but instead the assailant is shot dead by a band of Native Americans, and Nate is left unharmed. Nate wanders around in the desert and climbs a mountain, where he looks down upon a carnival and sideshow. He walks through the carnival, and asks the owner to use a telephone, and he wanders among the fire eaters, sword swallowers, and other performers. Nate finds himself drawn to the exotic beauty of Lily (Megan Fox), a freak performer who has wings on her back. Lily is cold and dismissive, but it dawns on her that this gentle giant may well be her ticket to a better life. The sideshow owner (Rhys Ifans) attempts to kill Nate, but Lily rescues him by stealing a truck, and together they flee to the city.
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