The great overlooked actress Gena Rowlands was cast in the starring role of Mildred in this film directed by her son, Nick Cassavetes. Rowlands appeared in several of John Cassavetes's remarkable films, notably A Woman Under the Influence. Mildred is a wealthy widow who lives with her daughter Ann Mary Margaret (Moira Kelly), who is constantly angry with her. Ann Mary moves out, and the void in Mildred's life is soon filled when she takes over babysitting J.J. (Jake Lloyd, the future young Anakin Skywalker in Star Wars: Episode I - The Phantom Menace). J.J. is the son of neighbor Monica (Marisa Tomei), who needs someone to watch him because she has taken a job after being abandoned by her abusive husband Frankie (David Sherrill). Mildred becomes J.J.'s surrogate mother, doting on him. One night, Monica takes Mildred to a local bar, where they meet a Canadian trucker named Big Tommy (Gerard Depardieu). Big Tommy turns out to be a sweet guy with a yen for older women, and a romance begins between the two of them.