The film stars Goldie Hawn as Suzette and Susan Sarandon as Vinnie; two middle-aged women who were once best friends and groupies, reveling in 1960s/70s hedonism, before they lost touch and went their very separate ways.

The plot considers aging and how people alter with time, whether incidentally - Suzette realizing she's now older than the current musicians - or deliberately, to try to find a place in the world, as Vinnie has, but sometimes losing part of themselves along the way.

When Suzette is fired from her job as bartender at the Whisky a Go Go in Los Angeles by a younger corporate manager with no time for nostalgia, she feels alone, aware of getting older, and in need of money, so on a whim sets out for Phoenix, Arizona to see former best friend, Vinnie.

Stranded at a service station without money to buy gasoline, Suzette picks up neurotic, agoraphobic, middle-aged writer Harry Plummer, heading to Phoenix to permanently deal with his father's negative influence over his life, and willing to pay for gas along the way.

On arrival in Phoenix, Suzette has a chance encounter with Vinnie's 17-year-old elder daughter Hannah, who she finds collapsed and abandoned by her friends after a bad experience with LSD.

In the morning Suzette drives Hannah back to her parents' elegant suburban home, with a cover-story about the teenager having become ill after mixing red and white wine the previous night.

They return to Vinnie's home, and down in the basement she retrieves some memorabilia of their previous life, including a collection of Polaroids of the penises of numerous "musicians and a few roadies".