Bernadette (Terence Stamp) is a middle-aged transsexual mourning the recent death of her lover. She embarks on a cabaret tour with two transvestite friends, Mitzi (Hugo Weaving) and Felicia (Guy Pearce) and together they set out for a professional engagement in Alice Springs in a gaudily painted bus they christen Priscilla. Along the way they encounter various macho characters--one of whom, Bob (Bill Hunter), begins to form a romantic attachment to Bernadette.