Lily Medrano (Vilma Santos) and Elsa Almeda (Hilda Koronel) are best friends who would do anything for each other. As a single parent to a boy who only has a short time to live, Lily is compelled to give Alvin (Alvin Enriquez) what he needs. Constantly throwing tantrums when asking for his father, a childless and barren Elsa offers to lend her husband, Louie (Dindo Fernando), for Alvin's sake. Lily reluctantly accepts the offer as Elsa also needs to leave for America. But the charade to amuse Alvin turns real as Lily and Louie consequently fall in love.