Okay, it's a story about a guy who falls in love with a carnie freak who really does have wings and not fake ones, captures her, goes on the run, and then barters over her life with a gangster.

It's a weird enough premise to begin with, but writer/director Mitch Glazer gives the whole thing such a strange plot and a dreamy sheen you don't really know how to come at it, and the whole thing comes off somewhat cold and involving.

Nowhere in the film is it said that circus performer Lily (Fox) is an actual angel, but it's a fair metaphor. She's shown off as the grand attraction in strip club style by the ferocious ringmaster (Ifans), living in a trailer as the circus moves around and in a nicely human touch, has constant back trouble because of how heavy her wings are. In one of the film's high points, the visuals of the wings are beautifully rendered.

But before we even meet Lily, we've followed down and out jazz club trumpet musician and former star Nate (Rourke). He's played his usual seedy dive, got paid, collapsed drunk back at his pad and been captured and driven out to the desert by a henchman who intends to kill him.

Saved at the last minute by a group of Native Americans who might be a dream, Nate goes stumbling into the desert, completely lost before stumbling on the circus and seeing the beautiful Lily. After hitting on her and offering to take her away from it all, Nate is turned away, but Lily jumps in his truck at the last minute (in the first plot hole – there's no explanation about why she changes her mind to leave with a broken down drunk).

The romance that builds between them is as tender as it is creepy because of the casting. Fox is youthful, innocent and beautiful and Rourke's craggy, over-botoxed face and the years in his ambling gait are terribly mismatched.

Then Bill Murray shows up as Happy Shannon, the gangster who wants Nate dead. After trying to deal for his life by offering Happy a cut of the proceeds Lily can bring in (behind her back) Nate only barely gets her and himself out of Happy's clutches.

But the fearsome mobster catches up to them after their first night of (icky) passion and takes Lily, promising her everything she could ever want. When Nate tracks her down and breaks into Happy's house to apologise and take her back she wants none of it, turning the movie into a how-will-the-hero-get-the-girl tale?

After watching the Transformers movies I never thought I'd be caught dead praising Megan Fox's acting but she's the best thing here, her every fear and joy portrayed convincingly in her eyes and countenance. Rourke just grumbles and grizzles as he tries to change expression with his punch-drunk visage and Murray just does Murray with a wig.

The whole film might be a metaphor but I found an excess of mood and the seesawing storyline just failed to really grab me. It's a fable of some sort, but about what?