In Houston, Texas, an eccentric widow named Aurora Greenway reveres genteel decorum while her daughter, Emma, is a free spirit with no interest in her mother’s aristocratic social conventions. However, Emma learns to find humor in Aurora’s rigidity. As Emma grows into adulthood, Aurora is distressed by her daughter’s decision to marry young, and begs Emma not to go through with the wedding. Aurora believes Emma is doomed to an unhappy life with her fiancé, Flap Horton, who has little imagination and few aspirations, but Emma defies her mother and leaves their elegant estate for a makeshift home with Flap. Although Aurora boycotts the wedding in protest, she later invites the newlyweds to her home for reconciliation. There, Emma announces her pregnancy and Aurora alienates her daughter yet again, claiming that she is not happy about becoming a grandmother. Time passes, and Aurora grudgingly embraces the generational shift in her family with the birth of her grandson, Tommy. However, she and Emma are separated when Flap accepts an associate professorship at a college in Des Moines, Iowa. Bidding Aurora a tearful farewell, Emma relocates to Des Moines, where she has a second child, Teddy, but she and Aurora remain in close contact by telephone. When Emma learns she is pregnant again, she hesitantly asks her mother for a loan, but Aurora declines and encourages Emma to get an abortion, so she can join the work force. Emma is not opposed to becoming financially independent, but she is dedicated to her role as a mother and wife. However, her loyalty is strained when Flap stays out all night, and she suspects he is having an affair. Their marriage becomes increasingly difficult with the birth of their third child, Melanie, and Flap is challenged to support the family on his meager income. One day, Emma is unable to settle her bill at the grocery store and a stranger named Sam Burns pays the difference. Emma is flattered by the gentleman’s courteousness and the two spark a flirtatious friendship. When Sam confides that his wife is asexual, Emma agrees to be his lover, even though she remains committed to Flap. Back in Houston, Aurora hosts a celebration of her “fiftieth” birthday, and is irked when a guest announces she is lying about her age. Aurora, who has been chaste since her husband’s death, longs to feel young again and leaves the party to visit her crass, alcoholic neighbor, Garrett Breedlove. The retired astronaut pursued her for a date years earlier, but Aurora declined the invitation, insulted by Garrett’s vulgar humor and his propensity to prowl after young women. At Garrett’s doorstep, Aurora reminds her neighbor of his past interest and they agree to meet the next day, but the date goes poorly, with Garrett’s unapologetic wantonness bucking Aurora’s propriety. When Aurora later telephones Emma to complain about the ill-fated rendezvous, Emma encourages her mother to let down her guard once and for all, and succumb to her sexual desires. Following her daughter’s advice, Aurora initiates a sexual affair with Garrett, and they begin to fall in love. Meanwhile, in Des Moines, Emma finds Flap flirting with a graduate student and drives their three children to Aurora’s house in Houston. As Emma returns home and jumps into her mother’s arms, Garrett is uncomfortable by the introduction of family life into his affair with Aurora, and slinks back to his house. Garrett later confesses to Aurora that the added responsibility of being a family man feels like an imposition, and ends their romance. Meanwhile, Flap accepts a university job in Nebraska and Emma returns to Iowa for the move. Shortly after relocating to Nebraska, Emma makes a surprise visit to Flap’s office, sees his female graduate student from Iowa, and realizes Flap switched jobs to pursue the young woman. Devastated and bewildered, Emma goes to the doctor with her daughter, Melanie, and the physician discovers two bumps in Emma’s armpit. A biopsy reveals the tumors are malignant, and she has advanced-stage cancer. Still, Emma is optimistic and indefatigable, and travels to New York City to visit her childhood friend, Patsy Clark. At a luncheon with Patsy’s wealthy friends, Emma shocks the ladies by admitting she never pursued a career outside motherhood. Returning to Nebraska, Emma’s condition worsens and Aurora holds court at the hospital, demanding the best care for her daughter. One day, Aurora receives a surprise visit from Garrett, who has overcome his fear of commitment to stand by her side. When Aurora takes Garrett back to the airport, she declares her love for him and demands a response. Garrett admits he loves her, too. Back at the hospital, Aurora recounts her excitement about the rekindled romance, but Emma is unable to share her mother’s joy. Her medications have failed, and she must make plans for her children’s future. Although Flap is a dedicated father, Emma decides to place them in her mother’s care, and Flap agrees. With the children’s living arrangements determined, Emma invites her two young sons to her bedside and bids them farewell. The oldest, Tommy, is angry with his mother and spurns her affection, but Emma is not intimidated by Tommy’s resentment and assures him that her maternal love will live on forever. As Flap sleeps in a chair beside Emma’s bed, she opens her eyes for the last time, waves goodbye to Aurora, and dies. Back in Houston, Aurora hosts a memorial in her garden and Garrett brings light to the solemn occasion. Embracing his new role as family man, Garrett escorts toddler Melanie through the flowerbed and invites Tommy next door to see his astronaut memorabilia.