Deep in the night, a solitary train winds its way through the dark countryside. Riding in one of the compartments is a sad-eyed sixteen year old boy, David. As he peers out through a window into the blackness, David begins to see images of his own life, fragments of the past. So begins this lyrical story of a young boy growing up in a small Southern Bible Belt town in the 1940s with his father whose self-esteem has been destroyed since losing his factory job, and his overly sensitive mother. The arrival of Aunt Mae, a flamboyant and rather risque nightclub singer, has a lasting and significant effect on David's life.