The small, conservative town of Alton, Pennsylvania, is an unlikely choice of location for a beautiful woman with Lou Metcalf's background. She has moved here from New Jersey. It's known that her three children were born out-of-wedlock, fathers unidentified. Otherwise, her life is a mystery. A troubled youth in ninth grade, her son, Derek, came under the wise counsel of Cal, the school janitor. Now a senior, Derek is student representative on the prestigious Alton Advisory Board. When Freddie, a new student and known trouble-maker is blamed for the school break-in, Derek comes to Freddie's aid. Cal is a helpful influence. "Tell me about my father," Derek asks his mother one evening. Lou finally opens the hidden box under her bed and faces her past. A surprising visitor unravels a period of which even Lou was unaware. And Derek's long-unknown past finds him!