When Julie, a lonely latchkey kid, befriends a reclusive, middle-aged neighbor named Ann, there is an immediate connection and soon a growing relationship-- almost as if they were mother and daughter. We see in flashback that Ann has recently had a similar relationship with the young Alice. But as Ann slowly undermines Julie’s relationship with her own mother (attractive, newly divorced Claudia), Julie notices Ann's behavior becoming increasingly erratic. Will Ann's estranged daughter, Dorothy, now an adult and mother herself, be able to rescue Julie from the clutches of her mad mother before it’s too late?