Life in Bay City, Wisconsin isn't good enough for Adele August (SUSAN SARANDON), so she packs up her belongings, as well as her reluctant fourteen-year-old daughter, Ann (NATALIE PORTMAN), and drives them across the country in their used, but recently acquired 1978 Mercedes.
Ann isn't at all happy about the trip or the move, can't stand being with her mother whose errant behavior is a constant source of embarrassment, and greatly misses her family back home including Aunt Carol (BONNIE BEDELIA) and especially her cousin Benny (SHAWN HATOSY).
After a long and fight-filled trip, the two arrive in Beverly Hills where the ever optimistic Adele hopes to make her dreams of a better life come true for herself and Ann. When they realize they can't afford to live the posh lifestyle, local realtor Gail Letterfine (CAROLINE AARON) helps them find a small apartment on the outskirts.
While Adele gets a job at a local school and flirts with men, such as orthodontist Josh Spritzer (HART BOCHNER), she'd want to marry for the luxurious lifestyle they could provide, Ann tries to deal with being the new kid at her school, and eventually makes friends with some other kids including Janice (HEATHER McCOMB) and Peter (CORBIN ALLRED), who has a major crush on her.
As time passes and they become more accustomed to their new surroundings, Ann tries to deal with her mother's unique view of the world and find a way to keep their symbiotic relationship from driving either or both of them crazy.