影片中的故事发生在五十年代的洛杉矶，米基·洛克饰演的小号手奈特被带到沙漠，并且脑袋上被一只枪顶着。恰好一位土著“从天而降”解救了他，从此他踏入了一个不那么真实的世界。他遇见了梅根·福克斯饰演的莉莉，一个货真价实的天使，她的工作是在马戏团表演空中飞人。奈特疯狂的爱上了她，他试图劝服她相信真实的生活比活在别人的幻想中复杂得多……In Reno, the former successful trumpet player Nate Poole has a one night stand with the wife of the powerful and ruthless mobster Happy Shannon and one of his gangsters abducts Nate to kill him in the desert. Out of the blue, Nate is saved by Indians and he walks through the desert until he reaches a side show owned by Sam Adamo. Nate asks if Sam has a telephone to make a phone call to his friend Harriet, but he sees a beautiful woman with wings called Lily Luster and he asks a drink to her. Then he invites Lily to move with him to Reno. However Sam kidnaps Nate to kill him with a snake, but Lily rescues Nate with a truck and they head to Reno. Nate plots a scheme to raise some money, offering Lily to Happy. Along their journey back to Reno, Nate falls in love with her and he decides to call off the agreement with Happy. But the criminal finds Nate's hideout and abducts Lily and keeps the angel with him. Neverthless Nate is decided to rescue Lily from Hàppy's fortress.