Albany, New York, Halloween, 1938. Francis Phelan and Helen Archer are bums. She used to be a singer on the radio, he used to be a major league pitcher. Death surrounds them. Helen is sick, one of their pals has cancer, he digs graves at the cemetery and visits the grave of his infant son whom he dropped. Visions of his past haunt him, including ghosts of two men he killed. One night, while drinking, Helen tries to sing at a bar. Next day, Fran visits...

It's winter, 1938 in Albany, New York. The soup kitchens and flophouses are overflowing with homeless people. Francis Phelan wanders the streets, back in his hometown after 22 years, ready to confront the family he abandoned long ago. While sharing his whiskey with longtime 'pal' Helen, Francis reveals the dark secrets of his past, the painful memories from which he once tried to escape, but now must reconcile.