Life, they say, is a state of mind. In the small northwoods town of Tall Pine Minnesota, that state of mind is found at the Cup O'Delight cafe, where the robust and very beautiful Lee O'Leary makes a cup of coffee that's a balm for the heart. The O'Delight gang gathers there every day for coffee - and occasionally for what it calls the Tall Pine Polka, an event in which heavenly coffee, good food, and that feeling of being alive among friends inspires both body and soul to dance.
Escaping to the northwoods from an abusive husband, Lee answered the question, "What am I going to do with my life?' by opening the cafe. Now it's a clubhouse of sorts for Tall Pine's more colourful citizens. There's Miss Penk and Frau Katt, the town's only lesbian couple ("Well, we're za only ones who admit it."); Bill, the proprietor of the Shoe Shack, who spends nights crafting beautiful shoes to present to Lee - along with his declaration of love; Slim, the shell-shocked veteran; Mary, whose bad poetry can clear out the cafe in mere seconds; and, most important of all, Lee's best friend, Fenny Ness, a smart and sassy twenty-two year old going on eighty, who has managed her parents' tourist shop since their tragic death put her in state of grounded melancholy that she has no intention of leaving.
Then Hollywood rolls into Tall Pine. It seems the quiet border town is the perfect location for a romantic comedy set in a place "with quaintness up the wazoo". And Fenny, pounced on like a bone in a yeard full of hungry dogs, is evidently that rarity in Hollywood: a "natural". She's also the film's new star.
Then, in the middle of the Tall Pine-Tinseltown culture clash, an itinerant musician known as big Bill drops his backpack (named Big Bill because he's big, and, well, his name is Bill). Soon Lee and Fenny find their friendship tested in unimagined ways to their mutual affections for the attractive newcomer. As the eccentrics keep a cool eye on the complex geometry of this romantic triangle, events at once sublime, surreal, and tragic push all their hearts in unexplored directions - where endings can turn into new beginnings.