After his parents' death, fish counter Axel Backmar (Johnny Depp) travels to Arizona for the wedding of his car dealer uncle, Leo Sweetie (Jerry Lewis). Feeling responsible for Axel, Leo offers to take him into the family business. While working at the car showroom, Axel meets older woman Elaine (Faye Dunaway) and her stepdaughter, Grace (Lili Taylor). Axel alienates his uncle by beginning an affair with Elaine, who is obsessed with building a functioning aircraft, and he also becomes caught up in the deteriorating relationship between her and Grace.