Screenwriter Todd Graff has concocted a love story for middle-agers that showcases the talents of a talented cast of actresses including Shirley MacLaine, Jessica Tandy, Kathy Bates, Marcia Gay Harden, and Sylvia Sidney.

Pearl (Shirley MacLaine) is a sour and very critical Jewish housewife in Queens who has just buried her husband of 37 years. A well-dressed Italian named Joe (Marcello Mastroianni) turns up at her apartment after the funeral. It seems he was instrumental in keeping Pearl's husband from leaving her 23 years ago. What's more — Joe has been madly in love with her since first setting eyes on her.

While he courts her with gifts and other romantic gestures, Pearl struggles with the burdens of her dysfunctional family. Her eldest daughter (Marcia Gay Harden), who is divorced, hasn't gotten over the death of a child and dresses up like movie stars. She neglects her 12-year-old son (Matthew Branton) who acts out by putting himself in danger's way. Pearl's other daughter (Kathy Bates) is a single parent who can't forgive her for a lifetime of constant shaming. Rounding out the family circle is Pearl's octogenarian mother (Jessica Tandy) who, along with her best friend (Sylvia Sidney), is contemplating a move to Florida.

Joe, as a priest of love, turns out to be the catalyst for healing in this unhappy family. His graceful presence melts Pearl's resistance and opens her up to the precious gift of an adventuresome second act in her life. This movie is an old-fashioned melodrama with equal doses of laughter and tears.