In the 1940s, young Collin (Edward Furlong) arrives in a small, sleepy southern town after his mother's death and moves in with his aging spinster cousins, Dolly (Piper Laurie) and Verena (Sissy Spacek). He soon finds a mentor in the retired Judge Cool (Walter Matthau), who harbors secret affections for Dolly. Meanwhile, Dolly is troubled by the appearance of Morris (Jack Lemmon), a sleazy entrepreneur who wants to market her health tonic on a national scale.