Wanda (Barbara Loden) is a wanderer in a dreary Rust Belt town, drifting from bars to motels, jobs to jobs and men to men. She's directionless and futureless, an aging beauty seen by men as usable and disposable. She hands over custody of her children because she knows they're better with their father. She eventually tags along with Norman Dennis (Michael Higgins), a petty criminal on the run. He's desperate, disreputable and abusive, but Wanda, meekly accepting her fate, still sleeps with him.