Sara McClure's husband Matt has to change job locations and they pull up stakes and move to Waterford Pa. Matt's first client in their new home is to re-do the gardens at Elm Creek Manor for a rich old woman Sylvia Compson. Their first encounter with Mrs. Compson is very unpleasant, and they don't like her at all, especially Sara. Matt begins work for her however, but Sara is unhappy having no more job as an accountant. She applies for job after job, and none of them turn out.
Feeling very depressed and bored in their small rented duplex, Sylvia starts to think about quilting. She discovers a shop, and walking inside is soon to meet Bonnie, the lady in charge of The Tangled Web quilter's group. While there, she discovers quilts done by none other than Mrs. Compson, and is astounded at the works and blue ribbons Sylvia has earned over the years. It is at that time that Sara decides to join the club and learn quilting herself, and there she makes many new friends.
Matt talks Mrs. Compson into giving Sara work to do around the huge mansion every day since the job hunt is not successful for some reason or other. Sara is less than thrilled with helping Mrs. Compson clean up the place which there are endless tasks to be done. But reluctantly, Sara agrees, and Mrs. Compson pays her a wage of course.
The two women start to have a budding friendship. As Sara discovers Mrs. Compson's quilts, she asks the older woman if she wouldn't mind giving her quilting lessons in exchange for a paycheck. Of course Mrs. Compson is all too happy to teach her, and Sara comes to learn quickly, and fall in love with quilting more and more.
When Mrs. Compson informs Sara that she intends to sell Elm Creek Manor, Sara is heartsick. Mrs. Compson tells her why she must, and that the place has died out a long time ago when it used to be known as Bergstrom Thoroughbreds. When a realtor comes out and wants to buy the place for his own benefit mostly, turning it into a place for university students, Mrs. Compson is unaware of what she is really agreeing to. Sara and Matt know they cannot allow this to happen to a lady who is becoming not just their employer but a dear friend, and seek intervention immediately.
The intervention comes in the form of turning the manor into a quilting retreat for serious quilters. Sara brings in the Tangled Web Quilters to their idea, even though Mrs. Compson has had a bitter estrangement for many years from some of the people. Her sister-in-law, Mrs Agnes Emberly very much part of the group, and Sylvia had a bad falling out years ago when Sylvia lost her husband James. The two would have to come together in order to have a complete group, and in the end would have to forgive their past.
Sylvia has shared a lot of the family history with Sara as they have quilted together, and in doing so, come to terms with their lives.