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Carroll Barber (Keith Carradine) is a noncommittal, independently wealthy musician who spends his time drifting about Los Angeles from bed to bed. Carroll jumps in and out of relationships with Ann Goode (Sally Kellerman), a real estate agent, and Nona Bruce (Lauren Hutton), the mistress of his father, to name a few. Also in Carroll's orbit is restless housewife Karen Hood (Geraldine Chaplin) and her husband, Ken (Harvey Keitel), an executive who works with the senior Barber.