Boris Yelnikoff is a grouchy former physics proffessor who has given up his upscale Upper East Side existence to live as a downtown bum, chess-teacher and sidewalk nihilist. When he gives refuge to a naive young runaway from the Deep South (Melody) and she is not alienated by his ranting at the ugliness of the world he finds his life unexpectedly touched by romance, but all is thrown into disarray following the arrival of Melody's conservative mother.