Sophie Brentwood (Shirley MacLaine) is depressed, and not without good reason. Her group of friends is disintegrating, her Brooklyn. N.Y., neighborhood is in sharp decline and her marriage to an emotionally closed-off lawyer named Otto (Kenneth Mars) is falling apart. Sophie tries to reach out to old acquaintances and her husband's ex-partner (Chris Gampel), but these efforts ultimately leave her feeling even more lonely. She desperately hopes a weekend getaway with Otto will put things right.