The life and work of Alice Neel (1900-1984), American portrait painter. Part of the narration is chronological, part consists of interviews with friends, other artists, scholars, and family members, particularly two sons, Richard and Hartley, who are none too sanguine about their childhood and their mother's Bohemian life, and the filmmaker himself, a grandson whose querulous voice is heard from time to time. The film also includes footage of Neel, later in life, painting, talking, appearing on television, and giving lectures. Throughout, we see her paintings, bold, frank, and direct. After years of poverty and obscurity, fame comes as she nears 70.