After his mother dies, eleven-year old Collin Fenwick (Edward Furlong) comes to live with his father’s maiden cousins, the wealthy, avaricious, and controlling Verena Talbo (Sissy Spacek), and her compliant, earthy sister, Dolly (Piper Laurie). When a city slicker comes to town and convinces Verena to market Dolly's locally-famous tonic, Dolly finally gets some backbone, refuses to divulge the formula, and leaves the Talbo home with Collin and Catherine, the loyal maid, for a tree house. They set in motion a chain of comic events that change their world and the lives of several townspeople. The trio’s friendship gives Dolly the courage to take control of her life and find love, self respect and independence.