Abandoned as a baby, 12-year-old Hollis Woods (Jodelle Ferland) has been in many foster homes. Edna Reilly (Alfre Woodard), her patient but persistent social worker, finally places Hollis with Josie Cahill (Sissy Spacek), a retired art teacher whose house and yard are filled with her own artistic creations. Josie immediately takes to Hollis, and is delighted to discover that Hollis is an artist herself.

Hollis responds to Josie’s warmth and openness, but soon realizes that Josie is becoming increasingly forgetful, and confused by everyday tasks. Fearing that she’ll be uprooted yet again, Hollis escapes with Josie to the summer cabin of her previous foster parents, the Regans. The Regan parents (James Tupper, Julie Ann Emery) had wanted to adopt Hollis; but when their young son (Ridge Canipe) was injured in a car accident, things fell apart for Hollis yet again.