Albany, New York, Halloween, 1938. Francis Phelan and Helen Archer are bums. She used to be a singer on the radio, he used to be a major league pitcher. Death surrounds them. Helen is sick, one of their pals has cancer, he digs graves at the cemetery and visits the grave of his infant son whom he dropped. Visions of his past haunt him, including ghosts of two men he killed. One night, while drinking, Helen tries to sing at a bar. Next day, Fran visits his wife and children and meets a grandson. He could stay, but decides it's not for him. Helen gets their things out of storage and finds a hotel. Amidst their mistakes and dereliction, they live with a code of fairness and loyalty.