In the early 1990s, retired entertainer Dixie Leonard (Midler) has a commitment to attend a Hollywood ceremony being televised live to honor her and her longtime show-biz partner Eddie Sparks (Caan). When a young man from the TV show comes to pick her up, Dixie balks and explains what brought Eddie and her together, as well as what drove them apart. The majority of the film is an extended Flashback (narrative).