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Jim (Ben Gazzara) is a has-been American clarinetist living in Wales who makes a paltry living playing gigs in third-tier seaside towns. When one of his geriatric audience keels over dead from a heart attack, Jim makes the acquaintance of Hugo (Thomas Schmauser), a young German who works for the town undertaker. Hugo wants to be his own boss, but despite the town's high mortality rate, he is having trouble striking out on his own because his ex-employer has all of the necessary contacts. With Jim's help and friendship, Hugo finally gets his opportunity, and is also aided by a lusty nurse who gives him an "in" on the fresh corpses at her hospital.