Alma, a lonely woman, falls for the conman who steals her money after seducing her. Frank doesn't want Alma around him, but he cannot do anything about the situation in case she goes to the police. Hot on the trail of the two is a female private detective, working for another of Frank's victims.

Returning to the small Florida town where he grew up, Billy Turner learns that his father has been killed. With little help from the police, Billy will take matters into his own hands and go up against a ruthless local mob boss in a desperate search to find the killer.

Director Richard Pearce (The Long Walk Home, Leap of Faith, A Family Thing) traces the musical odyssey of blues legend B.B. King in a film that pays tribute to the city that gave birth to a new style of blues. Pearce's homage to Memphis features original performances by B.B. King, Bobby Rush, Rosco Gordon and Ike Turner, as well as historical footage of Howlin' Wolf and Rufus Thomas.