Welcome to Rain City where there is mist in the air, protests in the streets, and a thriving underworld of gangsters. Hawk (Kris Kristofferson), an ex-cop, has just been released from prison after serving a sentence for murdering a mobster. He heads for a local diner run by his former girlfriend Wanda (Genevieve Bujold). She serves him food but is not interested in resuming their sexual relationship. Her philosophy of life is summed up in one of her world-wary observations: "It's a good thing love is blind, or else it'd see too much."

Coop (Keith Carradine), a rube, arrives in Rain City with his wife Georgia (Lori Singer) and their infant Spike. He soon comes under the sway of Solo (Joe Morton), a sometime poet and hustler, while Wanda takes Georgia under her wing. When Hawk falls in love with this innocent waif, his ex-girlfriend notes: "Between the two of you, there's almost a whole person."

Trouble in Mind is Alan Rudolph's valentine to the film noir genre. He is a master film maker who creates urban landscapes where losers and dreamers collide in their efforts to escape from loneliness and find quick success. The bluesy music by Mark Isham adds special tone to the weird but undeniably likeable movie. In the violent finale, Coop gets caught up in the criminal underground, and Hawk swoops down to save him. In doing so he must give up his love affair with Georgia. Bogart, if he were still around, would smile.