Caleb Rusk, a man of 26, is running away from his past traumas and heading to Los Angeles to try his hand at acting. While heading through Magnolia, MS one night, he is accosted by a group of young people who attack him, leaving him beaten on the side of the road. He is rescued by two women, Evan Becks and Bev Simmons, who live nearby. Recuperating at Evan's house, the two start a steamy affair. The age difference causes gossip and rumors to spread like wildfire through the small, religious community, and though Bev and Evan are good friends, Bev is torn between her ties to the locals and her loyalty to Evan. Bev is also becoming an alcoholic and her life will soon spiral out of control. Evan has problems of her own to deal with - one being her ex-husband, Johnny, a violent man, who won't let her alone and has plans to reconcile, though she does not share his desire. Caleb tells Evan about his past and she shares hers with him. They are both dealing with problems and looking to heal ...