In a small town, on a dark stormy night, Misty enters the local bar filled with lonely locals to hide from the rain. She is looking for her mother who abandoned her 22 years ago. The problem is she doesn't know what her mother's name is or what she looks like. Since her investigation will obviously take a while and she needs a place to stay, a local bisexual artist is convinced by her live-in boyfriend and bisexual girlfriend to take her in as well. In return, Misty will model for her. Later, Misty meets a young local woman and her middle-aged guilt-ridden well-meaning lonely sexually repressed religious aunt who wants to save her niece from what she sees as perverted godless lifestyle. The young woman's boyfriend is always hitting on his girl's aunt, but the aunt always rebuffs him. Misty begins to enjoy her stay in the small beach-town and has many sexual encounters with the horny locals, including the young woman, the woman's boyfriend, the artist, and a few others. The artist seems to care about her the most. Meanwhile, the boyfriend loses his temper and forces himself on his girlfriend's aunt which, disturbingly, amuses the girlfriend. The aunt screams in protest, but has no choice but to give in. Eventually, she manages to escape and runs off to face the secret she had been keeping for a long time. This ends in an appropriate irony. In a cute side story, a local woman has an unfulfilling affair with a married man. Later, she meets her best friend at the bar for a night of self-pity and getting drunk. They are two lonely women who aren't getting any younger and who feel that life is passing them by. When her friend proposes for them to take matters into their own hands and try having sex with each other instead, and if they enjoy it, maybe even begin a lesbian relationship, she is eager to give it a try.