Portraiture is a risky and subtle art. The artist is expected to reveal something true and essential about their subject. But then, some stories tell themselves easily and some models' cannot hide their inner nature. This film follows photographer Sue Bryce's portrait work with Jill Brzezinski-Conley, a young woman already disfigured by radical surgical intervention and shaken by the incurable metastisis of her breast cancer. Sue, Jill, and Jill's closest friends reveal that mortality cannot steal beauty, power, personal integrity, or love from one who embraces and is embraced by the world.