Jana is a faded B-Movie actress on the eve of her 40th birthday. Famous for her roles in Amazon b-movies, she will not let her dream of being a legitimate actress die. With her boisterous young friend and protégé, Li, a bright-eyed optimist who has experienced none of Jana's failures, she goes out into the world every day looking for her big break. She auditions for a director, Derek, who knows her work from the good old days and seems ready to give her a shot at something new, something real. Could this be her big break? No time to dwell on that, as duty calls and she and Li have to get back to the night shift at a Hollywood gentleman's club full of sleazy industry types. One in particular, a dark character named Calvin, would love for Jana to return to her old ways and tries his best to lure her back. Back at home, she tries to find love with her young boyfriend Aron, a nightclub DJ with a hungry nose and a wandering eye. No love there. But, she's still got her faithful agent, Margaret, only she's getting ready to leave a business that bleeds so many people dry. Jana feels that things may finally be going her way despite the problems that surround her. Derek is the golden ticket, and Jana will use all her guile to make sure she hitches on to his star. But at a meeting with the director it becomes readily apparent that he's only interested in Jana as a way to feel out the beautiful and still slightly naive Li. But Jana isn't ready to let a little thing like the truth get in the way of her dream. As her life begins to spiral downward Jana finds herself telling more and more "little lies" to keep her spirits up. The meeting with Derek went "great", her boyfriend "loves her," she doesn't look a day over 25. The next day Jana is 40, her boyfriend's a drug-abuser and a womanizer, her dream role is going to her younger friend, and there's a new girl at her job who she'll be “sharing” her hours with. The pressure boils over and Jana's dream, the thing she's been holding onto with all her strength, finally suffocates. As she destroys everything around her, and her delusions crumble, Jana takes the hardest fall yet.