Jane (BRENDA BLETHYN) is the matriarch of the Marks family, a group of cross-generational women who aren't without their share of various neuroses and insecurities. For starters, Jane is prepared to undergo liposuction so that she'll look and feel better about herself, and thinks her surgeon is sweet on her.
36-year-old daughter Michelle (CATHERINE KEENER) is a bitter wife and mother whose life has gone downhill since being named homecoming queen so many years ago. Little does she know that her husband Bill (CLARK GREGG), who belittles her for trying to make a living selling her artsy craft work, is having an affair with her best friend, Donna (DREYA WEBER). She eventually takes a job working at a 1-hour photo lab for Jordan (JAKE GYLLENHAAL), her teenage boss with whom she starts to have a fling.
The other daughter, Elizabeth (EMILY MORTIMER), is a model and actress whose insecure nature is driving her boyfriend, Paul (JAMES LeGROS) crazy. When she thinks that her looks caused her not to get a job working with actor Kevin McCabe (DERMOT MULRONEY), that only adds to her neurosis, although the two eventually starting seeing each other.
Then there's Annie (RAVEN GOODWIN), the young girl Jane adopted who hates being black and enjoys feigning having drowned in swimming pools. When complications set in regarding Jane's surgery, the three unlikely sisters are forced together. From that point on, they and their mother try to deal with their various personal issues.