In the 1950s, brothers Jacey and Doug Holt, who come from the poorer side of their sleepy Midwestern town, vie for the affections of the wealthy, lovely Abbott sisters. Lady-killer Jacey alternates between Eleanor and Alice, wanting simply to break the hearts of rich young women. But sensitive Doug has a real romance with Pamela, which Jacey and the Abbott patriarch, Lloyd, both frown upon.

Victor is a cook who works in a greasy roadside restaurant owned by his mother, Dolly. It's just the two of them, a waitress named Delores, and a heavy drinking regular, Leo. But things change when Callie, a beautiful college dropout, shows up as a new waitress and steals Victor's heart. But Victor is too shy to do anything about it, and too self-consciously overweight to dream of winning Callie away.