Renowned actress Colleen West (Ellen Barkin) abandons her successful career for a secluded life in the hills, but the quiet and peace of mind she longed for is disrupted by the noisy construction of neighboring housing developments. Before long, Colleen discovers that she really can’t stand herself now that she has given up the only thing that she has ever truly been passionate about. As an alternative to isolation, she reluctantly befriends her jubilant, whimsical neighbor (Melora Walters) and reconnects with her estranged brother (Bob Einstein) who drops by unannounced after hearing about her retirement. Haunted by loneliness and past desires, Colleen begins to feel as if she has lived her life through the characters she has played on stage and screen. Ultimately, she is forced to confront loss, her failures and mistakes, by reliving a recent affair with younger actor Harvey West (Luke Grimes) whom she met during her final stage performance. Reality becomes inseparable from Colleen’s unhinged obsessions in a hallucinatory struggle to accept her own vulnerability and reclaim herself.