A young woman named Noah lives alone in New York. She is a disturbed flower child, who retreats into her past, yearning for lost innocence. She recalls her childhood, searching for a "safe place." As a child she met a magician in Central Park who presented her with magical objects: a levitating silver ball, a star ring, and a Noah's ark. She is romantically involved with two totally different men. Fred is practical but dull. Mitch is dynamic and sexy, her ideal fantasy partner. Neither man is able to totally fulfill her needs.
A down on his luck gambler (George Seagal) links up with free spirit Elliot Gould at first to have some fun on, but then gets into debt when Gould takes an unscheduled trip to Tijuana. As a final act of desperation, he pawns most of his possessions and goes to Reno for the poker game of a lifetime. A film set mainly in casinos and races, as the two win and lose (but mainly win), get robbed, and get blind drunk.