Frank and Jack Baker are professional musicians who plays small clubs. Jack (Jeff Bridges) is the cynical, talented one with a liking for casual relationships, while Frank (Beau Bridges) is more ordinary and organised with a suburban home and family.

After a series of boring gigs they decide to hire a singer. Into their lives walks Susie Diamond (Michelle Pfeiffer), a hard nosed woman with a face as beautiful as her voice.

Their status begins to pick up, but tensions are beginning to mount between the two brothers, especially as romance is blossoming between Susie and Jack.