Sam and Arizona are two aging prostitutes looking for a way out of the flesh business. While Arizona plots a getaway to California, Sam must struggle with his past. A series of startling flashbacks relates a twisted childhood of sexual coercion by his depraved mother, who forces Sam and his little brother into video kiddie porn to pay for her booze and pills. While frantically planning their escape, Sam and Arizona meet Shane, a baby-faced 14 year-old orphan who must be saved from the sleazy new pimp in town.