The story of a little girl name Karen who was very poor and was given a pair of red shoes made of cloth to keep her feet warm in the winter. When her mother dies, she's adopted by a rich older woman who burns the shoes, saying they're ugly. Karen grows up pretty and happy with the old woman, but one day she sees a princess wearing beautiful red shoes and wants a pair just like them. When it comes time for Karen to be confirmed, she's to have a new pair of shoes. The pair she wants are red leather shoes that were maid for a count's daughter, but were too small. Karen buys them without the old woman knowing and wears them to her confirmation and gets in trouble for it. When the old woman falls ill, instead of taking care of her Karen goes to a ball and dances, but finds she can't stop dancing.

It's Christmas time in the twin cities. Billy's working a lot of overtime, running barges on the Mississippi. He calls his friend Eddie, whom he hasn't seen in six months, and asks a favor: to drive with him to see his pregnant girlfriend, Patti, because Billy hasn't told her he's married and already has two children. The road trip of guy talk becomes a night of truths exchanged between men and women.