The film opens with an intimate close-up of a knife slicing lemons, leading us to Sally, portrayed by Susan Sarandon, as she prepares herself with lemon juice at her kitchen sink in an apartment in Atlantic City. While she does this, she listens to the beautiful operatic aria "Casta Diva" from Norma. Unbeknownst to her, her neighbor, Lou (played by Burt Lancaster), is quietly watching her from his window, captivated by her routine.
The scene shifts to a phone booth where we meet Dave, a young man with long hair who appears to be making a call but is actually engaging in illicit activities. In the same booth, another man, a tough-looking individual with bleach blonde hair, seeks out the mysterious package that Dave has. We soon discover that Dave is actually Sally’s estranged husband, and he is accompanied by his partner-in-crime, Chrissie, a young pregnant woman. As the duo strolls through the vibrant Atlantic City boardwalk, they make their way to where Sally works in a casino's seafood restaurant, leading to a complicated family reunion.
Sally is initially resistant to their presence, declaring she won’t let them stay, yet she eventually relents. Meanwhile, Lou frequently interrupts their drama, displaying a co-dependent relationship with his elderly neighbor, Grace. As Lou helps Grace with small errands, we learn about his past as a small-time bookie while Sally is busy chasing her dream to become a blackjack dealer, envisioning a glamorous future in Monte Carlo.
As the plot unfolds, Lou pays a visit to Fred O'Reilly, a man with connections to organized crime, where both Lou and Dave's lives interweave dangerously. Dave tries to sell drugs while Lou contemplates his own precarious financial situation. After a series of manipulations, Lou and Dave's paths collide in a casino where Dave offers to pay Lou to lend him a hand in his drug dealing escapades.
Tensions rise as Lou recounts tales of his past deeds and dangerous acquaintances, revealing a darker side of his character. Lou facilitates Dave's drug transaction, but the deal quickly spirals into violence, culminating in Dave being stabbed by the very people he sought to sell to.
The aftermath leaves Sally reeling—aware that she has been betrayed when she finds herself receiving her wallet back from the police, realizing Dave was the thief who took it. Her emotional turmoil leads her to the hospital where she witnesses the body of Dave being wheeled away. As she struggles with loss, Lou emerges as an unexpected ally, helping her navigate her grief and the calls to Dave's parents.
Back in their respective apartments, Lou becomes fixated on Sally, and his true desires surface as he begins to pursue a romance with her. A shared intimacy develops between them, underlined by the adventures and dangers they face daily. Their connection deepens during a dinner date where Lou lets slip just how much he has been watching her, and rather than leading her to recoil in horror, Sally finds herself drawn to him.
However, chaos ensues as the blond gangster from before confronts them, leading to a perilous standoff. Lou's protective instincts kick in, and he resorts to violence to save Sally, solidifying their bond but also plunging them deeper into a web of crime. Their lives become increasingly entangled, forcing both of them to confront the reality of their choices.
As the story unfolds, the weight of their decisions leads Lou to make several desperate moves, culminating in moments of sheer tension and realization about his true nature. The film beautifully ties together themes of desperation, ambition, and flawed relationships set against the gritty backdrop of Atlantic City's casinos and desperate dreams.
In a bittersweet conclusion, Sally grapples with the safety and chaos of her new love while Lou, too, is drawn into a cycle of violence he thought he could escape. Ultimately, as the world around them shifts, they must decide what sacrifices they're willing to make for a fragile sense of hope and connection. With a nod to their struggles, the film concludes as Lou walks alongside Grace—symbolizing a haunting return to life's simple pleasures amidst looming shadows of their past actions.