Recruited by an inept mob of vigilantes, Kleinman (Allen), a cowardly clerk, is forced to search for a notorious murderer - only to stumble upon a feisty sword-swallower, Irmy (Farrow), running away from the circus, and her 'clownish' boyfriend (Malkovich). Determined to help Irmy, and eager to escape the vigilantes, Kleinman abandons his search for the killer... or so he thinks. Rushing headlong into the odious night, Kleinman and Irmy are launched into a mysterious world of shadows and fog... from which they may never emerge.