The death of the Kimbrough family matriarch affects the three male survivors of the clan. Widower Easy tries to reconnect with his old flame, Marg. Eldest son and struggling musician Guy moves back to town, feeling guilty that he missed the funeral. His brother, Beagle, who was his mother's caretaker, falls for Marg's granddaughter, Georgia, a chronically ill girl who fears her time is growing short.
Apartment building superintendent Cleveland Heep rescues what he thinks is a young woman from the pool he maintains. When he discovers that she is actually a character from a bedtime story who is trying to make the journey back to her home, he works with his tenants to protect his new friend from the creatures that are determined to keep her in our world.
