Bubba (C. Thomas Howell), a high school senior in Texas, breaks up with his girlfriend Shirley (Kelly Preston). When he goes to return her belongings, he meets her charming, middle-aged mother, Rose (Ann-Margret). The two unexpectedly hit it off and begin a secret, passionate love affair. The situation grows increasingly chaotic as Bubba attempts to navigate his feelings, Shirley tries to get back together with him, and Rose's estranged husband Charlie (Charles Durning) attempts a reconciliation.