A quirky and inspirational documentary film on the philosophical approach to the life and work of character actor, Austin Pendleton.

Cookie is a teen runaway who escapes her abusive stepfather and heads for the Big Apple with her younger brother. When she arrives at the Port Authority bus terminal, Cookie meets a charming but sadistic pimp named Duke. With nowhere to go, Cookie is soon working for Duke, who introduces her to the harsh, brutal life of being a prostitute.

A motel custodian glimpses into the private lives of four individuals, sharing his musings on life and human frailty along the way.