 April (Sherilyn Fenn) is a shy, beautiful young southern girl who is engaged to a handsome whealthy man named Chad (Martin Hewett). April loves him, but one day, April and her sisters go to a local carnival and meets a muscle bound worker named Perry (Richard Tyson). April doesn t think much of him at first. April parents (Don Galloway and Millie Perkins) who are both respected politicians, leave town for a few days and April stays with her cankerous grandmother Belle (Louise Fletcher), but April is more closer to Belle s housekeeper Delilah (Juanita Moore) and askes her to cover for her while April goes back to the carnival. Belle, aware of what she is going to do, askes Sheriff Hawkins (Burl Ives) to spy on her. April returns to the carnival to find Perry, drunk and disorded. Perry s friend, Patti Jean (Kristy McNicole) askes April to go with her on a night on the town, so Perry can sober up. While April and Patti Jean are gone, Perry s enemy and carnival gambler Smiley !