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NOTE: This spoiler was sent in by June who says... "If you are not familiar with the radio show, it really is performed in front of a live audience at the Fitzgerald Theater in St. Paul, MN. Guy Noir and Dusty & Lefty are characters in recurring sketches in the show, with Garrison playing Guy and Dusty. Happily, the real show is still going strong. Even if you are not a fan of the show you will enjoy the movie."

"This is very long, but that’s a Robert Altman movie for you."

As the opening credits roll you are looking at a twilight sky over the prairie and listening to excerpts from the day’s radio broadcasts. As the sky deepens and the Northern Lights appear we begin to hear the voice of Guy Noir (Kevin Kline) and the scene shifts to the outside of Mickey’s Diner. Guy explains that he is finishing off a cheese sandwich with a side of beans (important later) before going to his job as security for the radio show “A Prairie Home Companion” across the street at the Fitzgerald Theater. This will be the last show because the theater owners have sold out to a corporation in Texas and the Axman is coming to tear the theater down and build a parking lot.

Backstage the performers are getting ready for the show. Dusty (Woody Harrelson) and Lefty (John C. Reilly), the singing cowboys, the Johnson Sisters, Rhonda (Lilly Tomlin) and Yolanda (Meryl Streep), and Yolanda’s daughter Lola (Lindsey Lohan), and host Garrison Keillor (himself) are all getting ready. Garrison goes into a long, convoluted explanation to Dusty and Lefty as to how he got into radio and the Johnson Sisters reminisce about when they traveled with their other sisters as an act. Molly (Maya Rudolph), the very pregnant assistant stage assistant tries to get Garrison up onstage to start the show and pretends to go into labor to play a joke on everyone. She finally gets Garrison onstage and the show begins.

Guy and stage manager Al (Tim Russel) talk about a mysterious woman who had come to the theater earlier that day. As Guy describes her in glorious detail we see the Dangerous Woman (Virginia Madsen) in a white trench coat walk up the alley and enter the theater. She walks past Guy’s desk and he tries to talk with her, but she only gives mysterious answers.

The Johnsons are listening to the show downstairs in the dressing room. Yolanda asks to hear one of Lola’s poems, which is turns out to be about suicide. Yolanda and Rhonda talk about how their older sister Wanda was arrested for shoplifting for forgetting to pay for a doughnut and their father died of a heart attack seeing this on the television. Garrison comes down to the dressing room to tell the sister about the changes in the show and Yolanda acts a bit playful and seductive around him, but is also unhappy about the song he has selected for them.

Guy, Dusty and Lefty, and make-up woman Donna (Sue Scott) talk about the show closing and the owners selling out. Guy thinks the Dangerous Woman may be there to save the show. Meanwhile, Garrison and Yolanda are arguing about whether Garrison should make a speech about the show closing. It comes out that they had been in a relationship some time ago and it ended badly. They sing the song, which turns out to be about an unhappy love affair. The Dangerous Woman wanders around the set with Guy following. She talks to the Evelyn (Maylouise Burke), the lunch lady, and then goes over to Chuck Akers (L.Q. Jones), an elderly performer. He doesn’t seem to see her, but he has a subtle reaction when she touches him. He goes onstage and sings with a gospel group, faltering a bit at the end. He leaves the stage and goes downstairs with the lady following.

Dusty and Lefty are offstage waiting to go on when Lola comes over. They ask if she is going to sing, but she says all her songs are about suicide. Dusty offers to sing Amazing Grace with her, and Lefty begins teasing that Dusty learned to sing in prison. Dusty and Lefty go onstage and sing their song. Garrison sits with Lola and tells her how it was meeting with her father that got him into radio. They had been driving to Chicago and Garrison had accidentally left her father at a gas station in Oshkosh. That is where her father met her mother. Her  father got a radio show and later gave Garrison his start. Meanwhile Chuck is down in his dressing room preparing for a special night. He is in underwear and a robe, has candles lit and puts an old song on the record player.

Up on stage Garrison is attempting to do a commercial for Duct Tape. Molly tries to find the script in a huge pile of papers that she carries, but she ends up dropping the entire pile. Garrison is making up things that duct take can fix with Tom Keith providing sound effects for things like a dripping faucet and a creaking counter when Rhonda starts adding things like an orangutan with a chainsaw and a flock of peacocks.  Yolanda starts adding things also, but she ends up talking about how duct tape won't fix it when you dump your love for someone else.  The show goes to intermission.

Donna goes into Chuck’s dressing room and finds him sitting in his chair dead. Evelyn comes in shortly after and clearly she is the one he was preparing for. The Dangerous Woman is now standing behind the chair. Again Evelyn doesn’t seem to see her, but as Evelyn realizes that Chuck is dead the woman touches her and offers words of comfort. Evelyn smiles, kisses Chuck goodbye, and leaves.

Dusty and Left find that Chuck is dead and they inform Guy. Guy tries to take control of the situation, but his attempts at being authoritative are somewhat diminished when the beans he ate earlier kick in. Behind the set Garrison is found by the Dangerous Woman. It turns out that when she was alive she listened to his show all the time. One night she was driving to be with her lover and she heard a joke that made her laugh so hard she lost control of her car and crashed. In a way Garrison killed her. She is now an angel and offers comfort to people and brings people to meet God. For now, she wants to understand why she died, because really the joke wasn’t that funny. Garrison can only say the joke is funny because people laugh at it. She assures Garrison that she has not come for him and he leaves to finish the show.

The Axman (Tommy Lee Jones) arrives. Guy goes to meet him and escorts him into the theater’s luxury box, that has a bar, large windows, and the bust of F. Scott Fitzgerald. The Axman is very matter-of-fact that the show is ending. He was once in a blue band that was very bad and being fired was the best thing that happened to him. He feels that the time for this kind of show has long passed and it should be ending.

Everyone now knows that Chuck is dead. Everyone is mourning except Garrison. He rejects the idea of mentioning Chuck’s death on the air and offering a eulogy. Lola is outraged at his lack of sympathy, but Garrison is pragmatic about what he can do.

Guy calls Molly over and asks her to try to find the members of the Axman’s old band to see if they can reunite them on the show and change his mind. He also give her a message to take to the Dangerous Woman: ”Make the man in the booth go away.”

Yolanda and Rhonda sing an old hymn. Evelyn is sitting with Chuck and she turns on the feed from the stage in his dressing room, since the song is for him. Dusty and Lefty take the stage and despite the plea of Al to go out on a classy note they sing a song consisting of bad, bawdy jokes. (“What did the elephant say to the naked man? “, ”Sure it’s cute, but can you breathe through that thing?”) When they have finished Garrison goes out to end the show, but Al realizes they are 6 minutes short. Yolanda says Lola can sing one of her songs. Lola agrees and runs down to the dressing room to get her songs, but she drops them on the way up the stairs. She doesn’t realize this until she is onstage and there is no time to go back, so she performs an improvised version of “Frankie and Johnny” that is unlike anything you have heard before. The show comes to an end and everyone comes onstage to sing Red River Valley. In the booth, the Dangerous Woman come to the Axman. He talks about how life is about moving on. She tells him about a shortcut to the airport that involves a steep hill and sharp curves and an oak tree. He leave the theater and tells his driver to take the shortcut. As the limo pulls away we see that the Dangerous Woman is in the car.

We move to the next day, backstage. Guy is playing the piano as the set is dismantled. In voiceover he says that the Axman was killed that night, but the plans went ahead and the show was ended. He takes the bust of F. Scott Fitzgerald and walks out the backstage door.

The next scene is back at Mickey’s Diner. Guy, Garrison, Rhonda, and Yolanda are in a booth planning a farewell tour, even though it has been several years since the show ended. They are discussing all the small Minnesota towns they are planning on going to.  Lola comes in, dressed in a business suit. She informs Yolanda that her pension is a disaster and asks why she as bought a bus for $6000 without discussing it. Yolanda gives Lola permission to manage the pension account and Lola leaves as Dusty and Lefty come in. They have been playing the casinos in South Dakota but are interested in joining the tour. As they all discuss the tour the Dangerous Woman comes into the diner. They all turn to look at her, Guy subtly pointing to different people to see who she has come for. She smiles and walks over to the group as the scene fades out.

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It is the last show of A Prairie Home Companion, hosted by Garrison Keiller. Regulars Dusty and Lefty and the Johnson Sisters Rhonda and Yolanda reminisce about the show and their lives in show business. Guy Noir is trying to find out what the Dangerous Woman is up to. Garrison Keiller and Yolanda Johnson had a romance in the past that went badly. The Dangerous Woman is really an Angel of Death and takes one of the old performers away as he is waiting for his lover. Yolanda's daughter Lola has been writing poems about suicide, but in the end makes her debut singing an improvised version of "Frankie and Johnny". The Axman who has come to close the show is also taken by the Dangerous Woman, but the show closes anyway. Several years later as the friends are planning a farewell tour, the woman returns but it is unclear as to what her mission this time is.

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