Albany, New York, Halloween, 1938. Francis Phelan and Helen Archer are bums, back in their birth city. She was a singer on the radio, he a major league pitcher. Death surrounds them: she's sick, a pal has cancer, he digs graves at the cemetery and visits the grave of his infant son whom he dropped; visions of his past haunt him, including ghosts of two men he killed. That night, out drinking, Helen tries to sing at a bar. Next day, Fran visits his wife and children and meets a grandson. He could stay, but decides it's not for him. Helen gets their things out of storage and finds a hotel. Amidst their mistakes and dereliction, the film explores their code of fairness and loyalty.
By 2017, the global economy has collapsed and American society has become a totalitarian police state, censoring all cultural activity. The government pacifies the populace by broadcasting a number of game shows in which convicted criminals fight for their lives, including the gladiator-style The Running Man, hosted by the ruthless Damon Killian, where “runners” attempt to evade “stalkers” and certain death for a chance to be pardoned and set free.