 A young woman named Noah (Tuesday Weld) lives alone in New York. She is a disturbed flower child, who retreats into her past, yearning for lost innocence. She recalls her childhood, searching for a "safe place." As a child she met a magician (Orson Welles) in Central Park who presented her with magical objects: a levitating silver ball, a star ring, and a Noah s ark. She is romantically involved with two totally different men. Fred (Philip Proctor) is practical but dull. Mitch (Jack Nicholson) is dynamic and sexy, her ideal fantasy partner. Neither man is able to totally fulfill her needs.