Ross McElwee sets out to make a documentary about the lingering effects of General Sherman's march of destruction through the South during the Civil War, but is continually sidetracked by women who come and go in his life, his recurring dreams of nuclear holocaust, and Burt Reynolds.

When drifter Ben Quick arrives in a small Mississippi town, Will Varner, a family patriarch, sees Ben as a better choice to inherit the family business than his only son, Jody. Will therefore tries to push Ben and his daughter Clara into marriage. Clara is initially reluctant to court Ben, and Jody senses that Ben threatens his position.