Set in 1947 Texas, this gentle movie avoids sentimentality in its lead character, Mrs. Watts, who's a big, cantankerous, stubborn old country lady, and isn't "nice" about being right. She's had to move into a tiny city apartment with her son and his wife, and can't get along with her daughter-in-law, Jessie Mae (Glynn), who doesn't like hymn-singing. Mrs. Watts wants only to leave her unhappy city life for a last visit to the country home where she was born, in Bountiful, TX. She throws herself on the couch under a blanket to sob about it. Both women are justified, but we sympathize with Mrs. Watts. City life is strangling her. Stealing back her monthly check from Jessie Mae, she sneaks to the train station, only to learn that there's no longer a stop in Bountiful. Her son and daughter-in-law, aware she's tried to escape before, get to the train station to take her home, but by then, she's already at the bus station. There, she meets a young woman, Thelma (De Mornay), whom she sits next to on their long, sleep-inducing ride. Thelma is only a foil for Mrs. Watts to reveal her thoughts, but, played by De Mornay, is so interesting that the relationship between the two women becomes central. At last Mrs. Watts arrives in a quiet, understated small town, where the rural bus station clerk sits under a bare light bulb, bright against the town's night-time streets. The sheriff arrives to look for "a runaway old lady"; he and the ticket agent assess the situation, and let Mrs. Watts have a last look at her old home. Sitting on the old farmhouse porch, she says she almost expects her parents to walk through the door, as if the years hadn't passed, as if her own dreamy life allowed her to be a young girl again.

Her son Ludie (Heard) and Jessie Mae arrive to take Mrs. Watts home, and Ludie has to bridge the gap between two women, to create some degree of understanding. For two women trying to live through a man, Ludie simply hasn't enough soul for them. Page gives the central role authority and pepper, manages a girlish roguishness as she refuses to cave in to her age, and finds just the right notes in the final scenes, when she tells her son something he might never be able to understand: Someday he will be old, too, and he won't be able to believe it, either.