Tod Hackett (William Atherton), a new arrival to Los Angeles and aspiring art director, is trying to make it in Hollywood in the late 1930's. He soon finds himself increasingly infatuated with his mysterious neighbor, Faye (Karen Black), a wanna-be starlet with possibly devious motives of her own. As Tod is drawn deeper into the lurid private lives of studio bosses and film industry people, he gradually becomes desperate to know if Faye - or anyone - in Hollywood is capable of real love.