Charlie (Beau Bridges) is a sad sack of a man, working at a depressingly dull office job and stuck in a passionless engagement to a neurotic woman. One of the few bright spots in his life is his friend Mike (Ron Leibman), who seems to be living a life of carefree bohemianism. When the two end up on a long road trip together, they are forced to re-examine their lives and worldviews. Mike may have independence in some ways, but it has come at a price. Charlie, in turn, may feel trapped, but how much of the trap is of his own making?