The year is 1949. A young Texan named John Grady finds himself without a home after his mother sells the ranch where he has spent his entire life. Lured south of the border by the romance of cowboy life and the promise of a fresh start, Cole and his pal embark on an adventure that will test their resilience, define their maturity, and change their lives forever.

Novalee Nation is a 17-year-old Tennessee transient who has to grow up in a hurry when she's left pregnant and abandoned by her boyfriend on a roadside, and takes refuge in the friendly aisles of Wal-Mart. Eventually, some eccentric but kindly strangers 'adopt' Novalee and her infant daughter, helping them buck the odds and build a new life.

When bisexual porn star Valentino meets new-in-town hustler Gary, there is an immediate attraction between the two. Valentino helps get Gary a job at a phone-sex company, and they become fast friends and lovers, but tension threatens their relationship when Gary and Valentino's friend Mary becomes involved. When Valentino finds out he is dying and Mary is going to have his child, the three must work through hard times together.