Ross McElwee travels through the North Carolina tobacco belt in search of the ancient southern traditions associated with tobacco growing and use, while comparing his filmmaking to commercial cinema, represented by Bright Leaf, a melodrama directed by Michael Curtiz in 1950, starring Gary Cooper, apparently based on the life of his great-grandfather.

Ross McElwee sets out to make a documentary about the lingering effects of General Sherman's march of destruction through the South during the Civil War, but is continually sidetracked by women who come and go in his life, his recurring dreams of nuclear holocaust, and Burt Reynolds.