Judith is a lonely and frazzled social worker who can't resist the urge to interfere in her son Marty's life. When Marty hires his free-spirited friend to cheer up his mother, it soon turns into a serious romance that no one saw coming.

Convinced that his over bearing, lonely mother in New York is the source of all the stress in his life, young LA advertising exec Marty bribes his broke, nomad college friend Rawl, to go to New York and befriend her. Trouble ensues when Rawl ends up falling in love with her.

Lonely and frazzled New York social worker Judy (Rosanna Arquette) constantly messes up her own life. Her son Marty (Jay Devore) is trying to be creative in his advertising career and be a good boyfriend to Leslie (Keesha Sharp). When Marty's free-spirited pal Rawl (David Coussins) shows up, Marty hires Rawl to see Judy and "restore her to health" -- any way it takes. Director Max Heller's heartfelt, ensemble comedy is lled with wry, sly, funny and sexy connections reminiscent of Nora Ephron, Woody Allen and Rob Reiner's romantic concoctions.—Sarasota film Festival Guide