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.