An uptight and conservative woman, working on tenure as a literacy professor at a large urban university, finds herself strangely attracted to a free-spirited, liberal woman who works at a local carnival that comes to town.

On her 64th birthday and about to become a grandmother for the first time, Zoe, a Cuban widow exiled in Miami, receives an unexpected visit from Helena, her childhood best friend, after more than 40 years without seeing each other. When one of them confesses that she is gay, they both have to reconsider their relationship.