May (Anne Reid) and Toots (Peter Vaughn) are an elderly couple living in England. They travel to London to see their children Bobby (Steven Mackintosh) and Paula (Cathryn Bradshaw). Bobby is busy with his job and also overseeing the improvements on his house being done by carpenter friend Darren (Daniel Craig). Darren and Paula are having an affair which is complicated by Paula's marriage to his friend and Paula's needy codependence on her husband. During the visit Toots dies of a heart attack and May cannot bear to return to the home that she shared with him, so she moves in with Paula. One night, Paula goes out with somebody, but doesn't specify with whom. May babysits Paula's only child, Jack (Carlo and Sachin Kureishi). They both fall asleep, but later, in the middle of the night, May hears the noises of lovemaking in the home. She sees Darren visit Paula for one of their evening trysts. The lovers have an argument and Darren leaves, but Paula instantly decides to go after him.
May wanders around London, sightseeing on her own much of the time. Once, she gets lost, but finally she finds her way back to Paula's home. Soon, she is spending time at Bobby's house, and begins preparing lunch for Darren while he is working. The two strike up a friendship as May talks about her life with Toots and Darren talks about his parents, his failed marriage... Paula talks with May about Darren as well: she says that he can't divorce his wife because of his child, who suffers from Down Syndrome, although he's presently living in a van. Darren is sensitive, an intelligent man who has had a difficult life. Paula accuses her own mother of disliking him because he is a workman, and poor.
Paula wants to force Darren to get divorced and subsequently to get married to her. She asks for her mother's help, as only May can entice a clear answer from him. May promises to try. May and Darren talk, and they start feeling connected to each other.
In the process, other things change. May accompanies Paula to one of her creative writing sessions, and even tries to set up a date with one of the attendants. May also begins drawing on a notebook. However, May and Darren become lovers and the involvement makes May experience an emotion she had lost for years, especially on the sexual side. She feels she has feelings which she hasn't felt for a very long time.
May is vague when Paula asks her about her conversation with Darren. May convinces Paula go let go of him, but Paula doesn't look to be able to do it. In fact, she decides to pressure Darren into marriage anyway, and they decide to start living together by the end of the year.
The conservatory at Bobby's is long overdue. Bobby has to sell the home sooner than expected with the finished conservatory, as his wife Helen (Anna Wilson-Jones)'s business venture selling all kind of products made of alpaca wool is eating out much of his resources. While Bobby and Paula are discussing this, Paula realises that the drawings of her mother have a strong sexual content. Among drawings of plants and the conservatory, she views in amazement drawings of fellatio. Both Bobby and Paula are disgusted about it. Bobby shouts to Darren when he arrives saying that he had a problem with one of the producers who didn't give him what he had asked for the conservatory, but Bobby demands the conservatory to be finished on time anyway.
Paula forces May to go to a double date with Bruce (Oliver Ford Davies), - another amateur writer of the creative writing course attendants - and Darren. May finally accepts, but none of the four people seem to enjoy the date. May even leaves half crying. However, Darren and Paula kiss, and May and Bruce end up having sex, although May doesn't enjoy it at all. May returns to Paula's home devastated, and a seemingly drunk Paula almost leaves May to sleep outside the home.
Paula burns in a bonfire all her tales. She gets frantic and argues with May and all the cards are on the table now. The discussion ends up with Paula offering to pay for Darren's plane ticket to go with her, but he refuses, as he feels like a kind of sexual object.
An estate agent (Jonah Coombes) comes to look at Bobby's home and says the conservatory will increase the final price of the property. Upstairs, Paula and May fight over Darren, and Paula hits May in the face.
May decides to return to the home she used to share with Toots. She is lonely and, in a way, she feels devastated and beaten-up, and not only because of Paula's attack.
However, back home, she decides to leave her old place for good. She wants to re-start her life.