The film stars Vincent Gallo and Chloë Sevigny in the two central roles, as well as a cameo performance by former American model Cheryl Tiegs and a handful of other unknown actresses. The movie was filmed on handheld 16 mm cameras in various locations throughout the United States, including New Hampshire, Massachusetts, Missouri, Utah, Nevada, and California.

Bud Clay (Vincent Gallo), a motorcycle racer, undertakes a cross-country drive, following a race in New Hampshire, in order to participate in a race in California. All the while he is haunted by memories of his former lover, Daisy (Chloë Sevigny). On his journey he meets three women, but is unable to form an emotional connection with any of them. He first meets Violet (played by Anna Vareschi) at a gas station in New Hampshire and convinces her to join him on his trip to California. They stop at her home in order to get her clothes, but he drives off as soon as she enters the house.

Bud's next stop is at Daisy's parents' home, where there is Daisy's brown bunny. Daisy's mother does not remember Bud, who grew up in the house next door, nor does she remember having visited Bud and Daisy in California. Next, Bud stops at a pet shelter, where he asks about the life expectancy of rabbits (he is told about five or six years). At a highway rest stop, he joins a distressed woman, Lilly (played by Cheryl Tiegs), comforts and kisses her, before starting to cry and eventually leaving her. Bud appears more distressed as the road trip continues, crying as he drives. He stops at the Bonneville Speedway to race his motorcycle. In Las Vegas, he drives around prostitutes on street corners, before deciding to ask one of them, Rose (played by Elizabeth Blake), to join him for a lunch. She eats McDonald's food in his truck until he stops, pays her, and leaves her back on the street.

After having his motorcycle checked in a bike shop in Los Angeles, Bud stops at Daisy's home, which appears abandoned. He leaves a note on the door frame, after sitting in his truck in the driveway remembering about kissing Daisy in this place and checks in at a hotel. There, Daisy eventually appears. She seems nervous, going to the bathroom twice to smoke crack cocaine, while Bud waits for her, sitting on his bed. As she proposes to go out to buy something to drink, Bud tells her that, because of what happened the last time they saw each other, he doesn't drink anymore.

They have an argument about Daisy kissing other boys. At this point, Bud undresses Daisy and she performs fellatio on him. Once done, he insults her as they lie in bed, talking about what happened during their last meeting. Bud continuously asks Daisy why she had been involved with some men at a party. She explains that she was just being friendly and wanted to smoke pot with them. Bud becomes upset because Daisy was pregnant and it transpires that the fetus died as a result of what happened at this party.

Through flashback scenes, the viewer understands that Daisy was raped at the party, a scene witnessed by Bud, who did not intervene. Bud explains to her that he did not know what to do and decided to leave the party. As he came back, he saw an ambulance in front of the house and Daisy explains to Bud that she is dead, having passed out prior to the rape and then choking to death after vomiting while unconscious. Bud awakens the next morning; Daisy and their encounter the evening before having all been imagined. The movie ends as Bud is driving his truck in California.

The movie was filmed in 16 mm and then blown up in 35 mm, which gives the photography a typical "old-school grain". Vincent Gallo is credited as director of the photography as well as one of the three camera operators along with Toshiaki Ozawa and John Clemens.

The version of the film shown in the US has been cut by about 25 minutes compared to the version shown at Cannes, removing a large part of the initial scene at the race track (about four minutes shorter), about six minutes of music and black screen at the end of the movie, and about seven minutes of driving before the scene in the Bonneville Speedway.

Neither Anna Vareschi nor Elizabeth Blake, both in the film, were professional actresses. Kirsten Dunst and Winona Ryder were both attached to the project but left. In an interview from The Guardian Sevigny said of the sex scene: "It wasn't that bad for me, I have been intimate with Vincent before."

For the film's promotion, a trailer was released featuring a split screen in the style of Andy Warhol's Chelsea Girls, depicting on one side of the screen a single point-of-view-shot of a driver on a country road, and the other side various scenes from the end of the film featuring Chloë Sevigny. Both sides of the screen had no audio tracks attached, although the song "Milk and Honey" by folk singer Jackson C. Frank played over the trailer's duration.