Claudia (Lauren Holly) is a waitress in a seaside blue-collar village. Stuck there most of her life as her 30th birthday approaches, she dreams of bigger things. Her boyfriend of several years, Michael (Jon Bon Jovi), is impatient to get married and start a family. Claudia is uncertain she wants to be tied down in this small down like her sister Kelly, a single mother, keeping an eye on their own mother, who has been morose since their father abruptly left. Complicating the situation for Claudia is the return of Charlie Ryan (Edward Burns), an old boyfriend, who had escaped this small-town life, but now takes a job in a garage and acts as if he's planning to stay.