A conservative church choir director from rural Texas named Maybelline Metcalf (Jacki Weaver) inherits her drag queen son s drag/transgender nightclub after he dies, and surprises everyone, including herself, by moving to San Francisco to try to save it from bankruptcy. Maybelline embarks on a kaleidoscopic journey of discovery as she befriends the colourful performers at the nightclub, but butts heads with her bitter gay son-in-law (Adrian Grenier) who feels he deserves to own the club. She moves in with her son's best friend, a free-spirited single mother (Lucy Liu), and becomes de facto den mother to the club's flamboyant performers, until her past and per present worlds collide.