Three estranged sisters reunite to care for their dying mother and old conflicts and secrets return to the surface.

Holly has everything it takes to be a star; the voice, the dream and the dedication, but she lacks the means to break away from her humble Texas upbringing. Then she gets the chance to attend an art and music school on the East coast and her future suddenly looks bright. But the road to stardom is a bumpy one.

Lou (Burt Lancaster), a small time gangster who thinks he used to be something big, meets and falls for a sexy casino employee named Sally (Susan Sarandon). She needs his help realizing her dream of going to Monte Carlo, a symbol of the glamorous life that she has been looking for so desperately.