John J. Baggs, Jr. (James Caan) a sailor, who is a Vietnam veteran, finds out that he is unable to get paid or receive new orders because the U.S. Navy has lost his records. While the Navy continues to search for his lost records, he can come and go from the base until the midnight curfew with a "Cinderella Liberty" pass. On his first night in a bar, he is racing the clock to find a woman and spots Maggie (Marsha Mason), an attractive woman hustling sailors at a pool table. He challenges her to pool and develops an interest in the woman, who turns out to be a prostitute living in a tenement with her bi-racial 10-year-old son Doug (Kirk Calloway).