In this impressionistic independent drama, Hilbert (Bruce Ramsay) is a successful young man living in San Francisco who learns that his father is hovering near death after a massive heart attack. The news has a seismic impact on Hilbert, who is emotionally shattered by the prospect of his father's mortality. Hilbert abandons his comfortable home and leaves his attractive girlfriend, taking up new digs in a cheap hotel along the city's skid row and begins jarring his mind and body with drugs, alcohol, and a series of anonymous relationships with cheap women. As Hilbert tries to sort out the turmoil in his mind, he keeps looking back to his often combative relationship with his mother. Musician Juliana Hatfield also appears in a supporting role.