|Gena Rowlands||Mildred 'Millie' Hawks|
|Marisa Tomei||Monica Warren|
|Gérard Depardieu||Big Tommy (as Gerard Depardieu)|
|Jake Lloyd||Jake 'J.J.' Warren|
|Moira Kelly||Ann Mary Margaret 'Annie' Hawks|
|David Thornton||Frankie Warren|
|David Sherrill||Ethan Hawks|
Widowed mother Mildred must suddenly redefine herself and find an outlet for her nurturing side when her adult daughter moves out of the family home. Though Mildred thinks she's found her purpose when her neighbor, overworked single mother Monica, asks her to look after her little boy, J.J., she has great difficulty learning to strike a healthy balance between giving selflessly to others and remembering to take care of herself.