Lydia is a fat, graceful woman struggling to maintain her identity in a fashionable Venice Beach CA. Though she is a member of a Fat Acceptance Group (an activist movement dedicated to fighting prejudice against overweight people), she still struggles with complex feelings about her body and its place in the world.

Darcy, a recovering-anorexic Venice real estate agent, is struggling with the same issues from a very different perspective. Her attempt to join the Fat Acceptance Group (since she sees herself as fat) is quickly rejected - but it introduces her to Lydia.

Though they seem at first to be each other's worst nightmare, Lydia and Darcy begin to confide in each other. Meeting warily in the social minefield of hunger and satisfaction, anger and feminity, sexuality and fashion, trust and fear... they become friends.

But then Lydia, stirred by a growing romance with a sweet overweight guy named Bob, asks Darcy for an unusual favour: she wants anorexia lessons.

When Darcy lets Lydia inside her secret inner world, it forces both women to confront deeply-buried feelings about their bodies - and nothing will ever be the same again, for either one.