Max Baron (James Spader) is a Jewish advertising executive in his 20s who's still getting over the death of his wife. Nora Baker (Susan Sarandon) is a 40-something diner waitress who enjoys the wilder side of life. Mismatched or not, their attraction is instant and smoldering. With time, however, their class and age differences become an obstacle in their relationship, especially since Max can't keep Nora a secret from his Jewish friends and upper-crust associates forever.