Harry Stevens has lived his life. Semi-retired and alone in a small Minnesota town it seems everyone he's known or cared for has moved on. The only thing Harry looks forward to these days has been performing at a Community Theater in a nearby town. During auditions a young woman, Rayanne Westerhouse, bounces onto the stage and wins the female lead opposite Harry. She is full of life and energy and her bright outlook brings Harry back to life. They begin to feel they were meant to meet and between rehearsals, constant phone calls, and e-mails they find time to get together to read lines and laugh over drinks. It's not long before Harry finds himself falling in love with her. To his surprise he learns that she, though married, has fallen for him as well. Thus begins a love affair like he's never known. Harry has to fight his feelings for her even as they flow faster from inside each day. Rayanne doesn't want Harry to fight it. She wants it to happen. Together they find ways to keep working together and he gets to know her family and friends, who have no idea of their relationship. As he attempts to hold Rayanne off and understand the situation Harry begins to notice how different she is from other women. He witnesses her voice, face and body changing noticeably with her mood, from a small child to a sexy exhibitionist, and wonders if there might be something wrong. Harry tries to help Rayanne even as her friends begin to see that her desire to be an actress is pulling her away from them and blame him. Who will win the three way battle for her mind? Harry, her friends, or Rayanne herself?