An unmarried aristocrat (Jacqueline Bisset) resists the advances of the adventurous man (Peter Weller) whom she actually desires, causing him to turn his attentions to her new ward (Amy Locane) and a young maid (Karen Dwyer).

A stranger's call informs Roberta that her estranged brother Frank has died in a small town under bizarre circumstances. Ben, his best friend from college, also gets the call. Arriving just in time for his funeral, it becomes quickly obvious to them that the little slice of small-town America in which they find themselves is like an episode of The Twilight Zone featuring Frank's eccentric friends, his amazing secrets and his stunning final request. Both Ben and Roberta are shocked to discover that Frank not only had a child, but that he has left them responsible for his son's care.

Fraternity is having a nostalgic weekend reunion decades after their graduation. The girls they went to college with join them. Old flames are rekindled and lives reexamined but reality strikes when one of them is tragically murdered.