The story of a deep friendship, lasting from childhood to beyond death, between two very different women--Bette Midler plays C.C. Bloom, a poor but ambitious Jewish girl from the Bronx who goes on to become a famous Broadway star, and Barbara Hershey plays Hillary, an attractive WASP from a wealthy San Francisco family who starts out with all the advantages in life yet manages to find nothing but disappointment. As they lead their separate lives, they come to realise and later rely on the strength that their friendship provides.