Jesse (Drew Barrymore) and Millie (Toni Collette) are close friends who have grown up together. They have common childhood memories and have become a part of each other. When they grow up, their friendship continues. Millie gets married and has two lovely children. She lives in happiness and contentment, which makes Jesse very envious. Jesse also wants to raise their children with her husband, but she has never been able to do so. With Millie's encouragement and company, the brave Jesse finally becomes pregnant after many failures and fulfills her wish to be a mother. However, at this time, Millie is diagnosed with cancer. Millie, who cannot accept this fact, falls into despair and begins to give up on herself. Jesse stands up in time and becomes the most solid backing for her friend.