Widow Ayako, having lost her husband, is about to hold the 49-day memorial service. Her only son is stationed overseas and unable to attend, so her childhood friend Takuya steps in to help with the insurance procedures and funeral arrangements, as he works in life insurance. On that day, her husband's younger brother appears, attempting to claim the insurance money and threatening Ayako sexually. Takuya bravely intervenes but gets beaten up. Tending gently to his wounds, Ayako begins to see Takuya not just as her son's classmate, but as a man. Meanwhile, Takuya starts viewing the strong, dependable Ayako as more than just a mother figure. Overcoming the barriers of age, the two gradually build a new relationship and ultimately become lovers.