Les (Steve Buscemi) is a small-time celebrity photographer who desperate to make it big. He soon befriends Toby, a homeless young man (Michael Pitt) with no direction except a vague desire to become an actor. When by chance Toby becomes romantically involved with K’Harma Leeds (Alison Lohman), the hottest pop star of the moment, Les grows jealous and plots revenge. When Les betrays Toby’s trust, Toby turns his back on Les, finding a life of fame for himself, thanks to seductive, high powered talent agent (Gina Gershon). On his road to self discovery, Toby adjusts to his new found fame, although he does not forget his humbler beginnings and those who helped him along the way.