Nikki (Annette Bening) is a middle-age widow who lives alone in a luxurious mansion in Los Angeles. The place was designed by her architect husband Garrett (Ed Harris) who drowned five years ago while they were vacationing in Mexico. She enjoys her job staging houses for a high-end real estate company. She spends her free time with her grown daughter Summer (Jess Wexler) and friend Roger (Robin Williams), a widower who lives next door and has a crush on her. But neither one of these intimate relationships can assuage the great void she feels in her life without Garrett.

On a whim, Nikki decides to visit the Los Angeles Community Museum of Art where she used to go regularly with Garrett. There she is astonished to see a stranger (Ed Harris) who looks exactly like her husband. He drives away before she can talk to him. She then decides to hang out around the museum until she spots him again. After she finds his parked car, she learns that he teaches at a local college and his name is Tom. Although this lonely woman repeatedly says to herself, "I haven't thought this through," she cannot stifle the yearning she has to connect with this man. After she barges into one of his art classes, he agrees to give her painting lessons in her home.

Writer and director Arie Posin has fashioned an enthralling psychological love story that streams into our hearts through two superb performances by Annette Bening and Ed Harris. Although the story could just as well have stayed a sober and enlightening portrait of grief, the filmmaker takes it to new levels of emotional nuance. We empathize with the joy Nikki feels as she once again is able to offer the face of love to a man and receive it back from him. We also understand her difficulty in keeping secret the source of her attraction to Tom. Convinced that she needs this relationship, she hides it from her daughter and friend.

At the same time we sense the pleasure and self-esteem the art professor feels as Nikki lavishes him with attention and affection. She becomes his muse and he falls deeply in love with her. But he too has a secret.

This film probes the role of fantasy in attraction and the need for some people to hold on to memories and even make some new ones. Posin pulls things together with a surprising and very touching final scene that puts an end to Nikki's long journey into the far country of grief.