The story of two friends from different backgrounds, whose friendship spans 30 years, 1958-1988, through childhood, love, and tragedy: Cecilia Carol "C.C." Bloom, a New York actress and singer, and Hillary Whitney, a San Francisco heiress and lawyer. The film begins with middle-aged C.C. receiving a note during a rehearsal for her upcoming Los Angeles concert. She leaves the rehearsal in a panic and tries frantically to travel to her friend's side. Unable to get a flight to San Francisco because of fog, she rents a car and drives overnight, reflecting on her life with Hillary.