The story of a comedian, Ron Waters, who is a Richard Pryor-type of entertainer who makes commentary about the world rather than one-liners. After a self-imposed exile from Hollywood, Ron is back.

In the mid-1960s, wealthy debutant Edie Sedgwick meets artist Andy Warhol. She joins Warhol's famous Factory and becomes his muse. Although she seems to have it all, Edie cannot have the love she craves from Andy, and she has an affair with a charismatic musician, who pushes her to seek independence from the artist and the milieu.

In an effort to impress the girl he loves, an amnesiac small time hustler uncovers political corruption.