Staring into seemingly hopeless futures, half-siblings Carl and Jessie rebel against the ties that bind them to their dying town and to each other through an act of love both tender and traumatic that forces a generation of hard truths and recriminations out into the open.

Thirty-five year old spinster and virgin Rachel Cameron is a sad, lonely woman. She lives in the small town of Japonica, Connecticut where she grew up. She teaches second grade at Japonica Elementary School and lives with her highly demanding widowed mother (her funeral director father passed away fourteen years ago) in the same apartment above a funeral home where she grew up, despite the home now not being owned by them. Rachel often uses her mother as an excuse not to do things. Rachel represses her emotions, and is prone to daydreaming to envision alternate paths for herself in certain situations if she only had the nerve to do those things. Even when Nick Kazlik, a childhood acquaintance who has returned to Japonica for a summer visit with his family, makes it clear that he wants to have fun with her while he's in town, she can't act on his request out of fear of the unknown. But after a couple of incidents with her only real friend Calla Mackie, who is a fellow teacher at the school, Rachel begins to allow herself more freedom. But as Rachel's repressions slowly melt away, how her emotions will manifest themselves becomes the question.

Despite admitting that she was scared of him in her never-ending quest to please him, thirty-five year old housewife and mother Alice Hyatt is devastated when her husband Donald is killed in an on the job traffic accident. With few job skills except that as a singer, Alice, along with her precocious eleven year old son Tommy, decides to move from their current home in Socorro, New Mexico to her home town of Monterrey, California, the only place she has ever felt happy. She plans on getting singing gigs along the way to earn money to get back to Monterrey by the end of the summer and the start of Tommy's school year. Alice's quest for a job at each stop leaves Tommy often to fend for himself, which may make Tommy even more precocious. His behavior is fostered by Alice, as their relationship is often more as trouble-making friends than mother and son. Alice's plans often do not end up as she envisions, especially as she is forced to take a waitressing job at Mel and Ruby's Diner in Tucson, Arizona, which entails working with a disparate group, including Mel, the establishment's gruff owner/short order cook, and her fellow waitresses, the wisecracking, foul mouthed Flo, and the naive and shy Vera. Alice also falls into old habits, namely relying on men to make her feel fulfilled, specifically the much younger Ben, and farmer David. Those relationships may also provide her with a better perspective on her life and her bad choice of Donald as a husband.

Peter Falk is a blue collar man trying to deal with his wife's mental instability. He fights to keep a semblance of normality in the face of her bizarre behavior, but when her actions affect their children, he has her committed.

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