After leaving behind her girlfriend to attend college in Chicago, young lesbian Max West (Guinevere Turner) is introduced to Ely (V.S. Brodie), a slightly older woman with quirky habits. While Max and Ely quickly develop an attraction to each another, a poorly timed phone call from Max's long-distance girlfriend, Kate, brings things to an abrupt halt. Meanwhile Max's roommate, Kia (T. Wendy McMillan), helps her girlfriend, Evy (Migdalia Melendez), cope with some tough times at home.