Lying on her deathbed, drifting in and out of consciousness, Ann Grant Lord (Vanessa Redgrave) calls forth memories of her one true love, Harris Arden (Patrick Wilson). As a young woman, she met Harris at her best friend's wedding and had a brief affair, but it ended when he left her to marry another. As Ann recalls the bittersweet time in her life, her daughters (Toni Collette, Natasha Richardson) try to come to terms with her imminent death.