Nick Chapman graduates from film school, and his short film wins a special prize. This gives him a high enough profile that he can get Hollywood to back the film he has long dreamed of making. Studio exec Allen Habel is interested. But Nick soon is seduced by Hollywood and makes one concession after another until his original movie is lost altogether. Worse, Nick is lost, too, turning on girlfriend Susan and old buddy Emmet. Will he come to his sense before everything is lost?

Albany, New York, Halloween, 1938. Francis Phelan and Helen Archer are bums, back in their birth city. She was a singer on the radio, he a major league pitcher. Death surrounds them: she's sick, a pal 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. That night, out drinking, Helen tries to sing at a bar. Next day, Fran visits his wife and children and meets a grandson. He could stay, but decides it's not for him. Helen gets their things out of storage and finds a hotel. Amidst their mistakes and dereliction, the film explores their code of fairness and loyalty.

In 1864 the Danish army was defeated by an alliance of the military forces of Prussia and Austria. The decisive battle took place at the "Düppeler Schanzen", a Danish fortress. It seems as if the defenders did not have effective cannons in order to keep the attackers under control…