Every morning ROSE, 50, a homeless African-American woman, cleans an empty star on Hollywood Boulevard's Walk Of Fame. Then she goes to her "spot" at the park and rants to the air, complaining about "bugs and rules, bugs and rules," and blaming everything on pigeons. No one hears.

One day MARCY, 20, new in town and sleeping out of her car, parks near the flimsy cardboard box structure that Rose calls home. Rose freaks out when she sees Marcy asleep in the back seat, screaming, "She's dead, she's dead." Something traumatic about cars in her past has distorted her sense of reality.

Rose's world is further challenged when she finds MORT, 50, a Gulf War vet in a wheelchair, doing his own rant to the world on her "spot." Mort thinks the Shadow Government is out to get him, which prompts Rose to question his sanity, saying, "There's some crazy-ass people in this world."

A crisis brings Rose and Marcy together, and Rose becomes a surrogate mother to Marcy, who's on the outs with her own mom. Rose is eager to educate the young woman on how to find food in trash cans and other "advantages" to the homeless lifestyle. Marcy insists she is not homeless and is naively determined to go on TV's Search For A Star to win prize money and be discovered as a tap dancer.

Mort becomes a fixture in the lives of both women, adding stability but also chaos to their days.

The film plays out as a poignant, often funny, sometimes tragic story about three lost souls who come together as a street family in their struggle against the harsh realities of their world.