Max Baron (James Spader) is a successful young St. Louis advertising executive who's been in mourning since the death of his wife. A chance late-night encounter introduces him to Nora Baker (Susan Sarandon) and unexpectedly turns his life upside-down. An earthy, vibrant and fiercely independent woman, Nora works in a hamburger joint, lives on the wrong side of town and has at least 15 years on Max. Yet despite their differences, Max finds himself hopelessly in love in this touchingly offbeat romance.