After a carnival troupe saves his life, a man agrees to help its immortal leader collect five souls and win a bet with the devil.

Toby, a cynical film director finds himself trapped in the outrageous delusions of an old Spanish shoe-maker who believes himself to be Don Quixote. In the course of their comic and increasingly surreal adventures, Toby is forced to confront the tragic repercussions of a film he made in his idealistic youth.