Character study about Mildred (Gena Rowlands), an elderly woman who has spent her life caring for others. When her daughter (Moira Kelly) finally leaves home she finds that, for the first time in her life, she has nobody to worry about - but soon becomes involved in the life of Monica (Marisa Tomei), a young mother whose husband has left her to look after her young son J.J. (Jake Lloyd). As the relationship blossoms, Monica teaches Mildred that there is more to life than taking care of others.