Mavis (Liza Minnelli) was a chorus line dancer on Broadway. Just as she was on the verge of getting more prominent roles, she fell in love. Her full-of-himself boyfriend moved them to Buffalo, far from the theater scene. As a musician, he plays with a band in the local clubs, often with the very talented Mavis singing at his elbow. But, they are just two bit players, mostly because of his total lack of ambition. On the side, Mavis runs a dance studio for ordinary folks. In her classes, among others, are a lovely nurse, a librarian, a lady with an overbearing husband, a lady with an unemployed son, a bossy middle aged housewife (Julie Walters) and a lone, divorced, very shy male. The studio pianist is a strong-willed senior (Shelley Winters). One day, a woman who operates a more prominent dance school in Buffalo invites Mavis and her class to perform a number in a charity dance recital.

A seemingly mild mannered man -- who has just murdered his entire family -- quickly adopts a new identity and leaves town. After building a new relationship with a widow and her teenage daughter, he struggles to hide his true identity and maintain a grip on reality.