Middle-aged widow Rebecca Davitch (Blythe Danner) looks back and wonders whether she took the right path in life. Her husband died after only a few years of marriage, and ever since she's been managing his three spoiled daughters, their cranky Uncle Poppy (Jack Palance) and the family business. In between planning Poppy's upcoming 100th birthday and commiserating with her brother-in-law, Zeb (Peter Riegert), she reconnects with her old sweetheart, Will (Peter Fonda), to see what might have been.