Lilli (Judy Davis) lives an aimless life on the edge of show business as a backup singer for a travelling Elvis impersonator, Lester (Frankie J Holden). Just as the troupe pulls into just another country town, Lester tells Lilli she is no longer needed.

Abandoned, broke and with nowhere to go Lilli befriends a surfie kid, Ally (Claudia Karvan) in the local caravan park. Ally lives with her grandmother, Bet (Jan Adele). Lilli is shocked, is this the daughter whom she had abandoned as an infant when her husband died?

Bet and Lilli fight bitterly over Ally; Bet is terrified of losing her, and Lilli, while ambivalent about motherhood, is irresistibly drawn to her. All three women are at a crossroads in their lives and must make some of the hardest decisions they have ever faced.