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Beautiful ex-cop Rose Jones (Cybill Shepherd), goes on a road trip after her doctor informs her that her health has taken a turn for the worse. Rose heads off alone in a wheelchair to search for her estranged son. On the road, she visits spas and health resorts where she encounters Lilly (Pam Grier), a funny old hippie. Then everything amps up when Rose meets Max (James Brolin), a handsome cowboy who paints landscapes, cooks gourmet cuisine, and trains horses. Rose and Max fall in love. Rose eventually finds her son, whose anger and drug use make it impossible for him to reconcile with his mother. Rose realizes, because of her deteriorating health, that she cannot continue her relationship with Max, who does not know about Roses illness. Rose returns home. Finally, Rose misses Max and has a change of heart. So she goes back on the road to see Max one last time.