Nora, a single mother raising two teenage daughters, Shade and Trudi, waits tables at a truck-stop diner in a small New Mexico town. The beautiful and rebellious Trudi drops out of school and gets a job alongside Nora, while the younger Shade whittles away her time at Spanish movie matinees. Their lives are turned upside down when Trudi becomes pregnant and the girls' absent father returns.

Keen young Raymold Avila joins the Internal Affairs Department of the Los Angeles police. He and partner Amy Wallace are soon looking closely at the activities of cop Dennis Peck whose financial holdings start to suggest something shady. Indeed Peck is involved in any number of dubious or downright criminal activities. He is also devious, a womaniser, and a clever manipulator, and he starts to turn his attention on Avila.