Billie Offer (Barrymore) is a young singer from Bakersfield with more heart then talent. Huck Cheever (Bana) is a poker player whose emotions at the table often undermine his exceptional skill, especially when he is heads up with his father, poker legend L. C. Cheever (Duvall). The one aptitude Billie and Huck seem to share is a knack for reading people - the difference is what they do with that gift. While Huck's instincts enable him to take advantage of his opponents at the poker table and expertly avoid both emotional connections and long-term commitments in his personal life, Billie uses her intuition to see the emotional truth of those around her and sympathize with their pain. When these two meet, the real game begins.