After the death of her physician husband, Lars, Phyllis Lindrstrom (Cloris Leachman) and her teenage daughter Bess (Lisa Gerritsen) move back to Phyllis’ hometown of San Francisco. They move in with Lars’ scatterbrained mother, Audrey (Jane Rose), and stepfather Judge Jonathan Dexter (Henry Jones). Jonathan’s forthright mother, sharp-tongued “Mother Dexter” (Judith Lowry), dislikes Phyllis and also moves in.