In a small town in rural Kansas, a troubled veteran attempts to restore an old merry-go-round ride.

After her husband dies, Alice and her son, Tommy, leave their small New Mexico town for California, where Alice hopes to make a new life for herself as a singer. Money problems force them to settle in Arizona instead, where Alice takes a job as waitress in a small diner.

Carefree single guy Charlie Waters rooms with two lovely prostitutes, Barbara Miller and Susan Peters, and lives to gamble. Along with his glum betting buddy, Bill Denny, Charlie sets out on a gambling streak in search of the ever-elusive big payday. While Charlie and Bill have some lucky moments, they also have to contend with serious setbacks that threaten to derail their hedonistic betting binge.