Mickey Rourke stars as a Jazz trumpeter who falls in love with a beautiful circus performer who is under the control of a violent mobster. When a down on his luck Jazz musician attempts to steal a car, he soon finds himself facing down the barrel of a gun, miraculously dodging the bullet and stumbling upon a magical circus. There he meets an enchanting bird woman who he immediately falls in love with, despite her repeated refusals of his affection. But as time progresses, the two run away together in hopes of escaping a ruthless gangster who will do anything to get his bird back in its cage.