Bass player Reid Taylor is floundering and trying to find his place in life when he gets the opportunity to join a new band being put together by his friend Barry, a flaky, brilliant lead guitarist. But Reid sees that drummer Clay Hicks is filled with terrible personal demons, a threat to himself and the band. Nobody wants to hear from Reid about it, because the music is sounding so good. Reid falls in love with Kristy, the beautiful girl who loves him even when he's broke, and begins to fear for her safety. As the band becomes more well-known, Clay's behavior becomes still more dangerous....