Two young sisters find themselves growing up fast when love and tragedy visit their mother. Elizabeth and Tilden grow up in Atlanta with their single mother, who's getting married to Nick, a man from New York whom they've never met.

Two young girls find themselves growing up fast when love and tragedy visit their mother in this made-for-cable drama based on the novel by Karin Cook. Elizabeth (Tamara Hope) and Tilden (Alison Pill) are sisters growing up in Atlanta, GA, with their single mother (Elizabeth Perkins). Elizabeth and Tilden's lives are turned upside down when Mother announces that's she's getting married to Nick (Scott Bakula), a man from New York whom they've never met. Nick turns out to be a good and understanding man, but while Elizabeth easily accepts him into the family, Tilden makes no secret of her distrust of her new stepfather. However, Tilden's feelings about Nick take a back seat in the family's list of priorities when Mother discovers she has cancer, and as Elizabeth, and Tilden try to deal with this crisis, they are forced to deal with the intrusive presence of their uncle. What Girls Learns was produced for the Showtime premium cable network, where it first aired on October 14, 2001.