Middle-aged widow Beatrice Hunsdorfer (Joanne Woodward) and her daughters Ruth (Roberta Wallach) and Matilda (Nell Potts) are struggling to survive in a society they barely understand. Beatrice dreams of opening an elegant tea room but does not have the wherewithal to achieve her lofty goal. Epilepsy Ruth is a rebellious adolescent, while shy but highly intelligent and idealistic Matilda seeks solace in her pets and school projects, including one which gives the film its title.