John (John C. Reilly) has lost all his money. He sits outside a diner in the desert when Sydney (Philip Baker Hall) happens along, buys him coffee, then takes him to Reno and shows him how to get a free room without spending much money. Under Sydney's fatherly tutelage, John becomes a successful small-time professional gambler, and all is well, until he falls for Clementine (Gwyneth Paltrow), a cocktail waitress and sometimes hooker.