The true story of a recently widowered lawman who befriends a boy dying of tuberculosis and a madam of the local brothel while their town is being politically and violently overtaken by a gang of reckless cattlemen from Texas.

Young L.A. artist, Chloe, hires prostitutes to pose nude and talk openly about their lives while she films them for her new art project. She falls for one of them, the elegant 40-something Kat. The two begin a tragic passionate affair.