It centers on the unlikely relationship between a young upper middle class widower (Spader) who falls in love with a middle-aged working class waitress (Sarandon) in St. Louis, Missouri. The original music score was composed by George Fenton. The film is marketed with the tagline "The story of a younger man and a bolder woman".
27-year-old St. Louis advertising executive, Max Baron (James Spader), has completely shut himself off from the world in the two years since the auto accident that killed his wife Janey (Maria Pitillo). On the way to his friend's bachelor party, Neil (Jason Alexander), Max picks up 50 burgers from a diner called White Palace. At the party, he discovers that the order is six burgers short and, to the ridicule of his friends, returns to the restaurant to complain. In a moment that defines his initial character, Max declares, "It's the principle." He is roundly mocked by his cohorts.
At the White Palace diner, after a heated exchange occurs between Max and a 43-year-old waitress, Nora Baker (Susan Sarandon), she exasperatedly refunds him. Max returns to the party but leaves upset and heads to a bar, where he runs into Nora. Drunk, she flirts with him, but he pushes her advances away and starts to leave. She senses he's upset, asks why, and discovers his wife died in a car crash. She discloses that she lost her young son to leukemia. The 'connection' prevents him from leaving. They have a few drinks and eventually he gives her a lift home to the Dogtown neighborhood in St. Louis, but drunkenly crashes his car into her mailbox. She invites him to spend the night at her house, with the couch as his bed. Max starts dreaming about his late wife, then wakes up to find Nora performing fellatio on him. They end up having passionate sex.
After visiting his wife's grave on the second anniversary of her death, Max returns to White Palace to watch a busy Nora from a distance. He visits her at home with the pretext of replacing the broken mailbox, but instead they begin a relationship. Max becomes more relaxed and cheerful around Nora and at his work, but remains reluctant to reveal their relationship to his family and friends. At one point, he gets frustrated that all he and Nora do are sit and watch TV in her house. She firmly reminds him of their differences in age and social backgrounds.
Nora is angry after Max has lied to her about his friend Neil's wedding and that he didn't take her. They argue about how Max keeps their relationship a secret and that he is probably ashamed of being seen with her. Nora's sister, Judy (Eileen Brennan), meets Max the following day and explains to him, in Nora's absence, how they were abandoned as children and that she left a young Nora to fend for herself. Judy also explains that Nora's son drowned.
While at the supermarket with Nora, Max leaves her at the counter and runs into Neil's wife, Rachel (Rachel Chagall), who invites him and his "mystery woman" to Thanksgiving. At Max's apartment, Nora hears a message on his answering machine inviting them to the Horowitzes' home for Thanksgiving. Nora brings up the subject to an initially hesitant Max; however, they resolve to attend as a couple. At the Thanksgiving dinner with Neil, Rachel, Mrs. Baron (Renee Taylor), Max's friends, and the Horowitz extended family make Nora uncomfortable. Following an argument between Nora and Neil's father, she walks out, Max and his mother following. After the dinner, Nora and Max argue in her house over what had happened and she tells him to leave.
Some time later, Max finds Nora's house empty and a note explaining to him that she left and that he shouldn't come looking for her. He visits White Palace and is informed that Nora quit. He goes to a brunch with friends and meets Heidi Solomon (Kim Myers), but cannot stop thinking about Nora. He then realizes that everyone around him seem stuck-up with their "perfect" upper-middle class lives. He travels to New York to find Judy and is informed that Nora is waitressing in a restaurant. Max finds Nora there and confesses his love to her, revealing that he quit his job and moved to New York to be with her. They reunite, kissing tenderly as patrons of the restaurant look on. Max playfully clears the table of its contents and lays a laughing Nora down on it, climbing on top of her and passionately kissing her, while the whole restaurant cheers and applauds.
The original title for the film was to have been The White Castle, and the novel even makes reference to a specific real White Castle location at the intersection of S. Grand Blvd. and Gravois Ave. in south St. Louis, but the restaurant chain refused permission to use its trademarked name in either the novel or the film, and also refused permission to allow any of its restaurants for filming locations.
Instead, an independent diner at the intersection of North Eighteenth and Olive Streets just west of downtown St. Louis was used – and that address is even given in the film as a plug for the diner. After the film was released the diner's owners sought permission to permanently rename it "White Palace", but were refused by the studio, so the diner was instead renamed "White Knight".
The movie also features and was shot almost entirely in the St. Louis area, one of the few major movie productions to be filmed and set there, including the Thanksgiving Dinner scenes, which were filmed in a private home off Conway Road located at #2 Frontenac Place in west St. Louis County, and Nora's house, which was in the Dogtown neighborhood of the City of St. Louis northwest of the intersection of Hampton and Manchester Avenues at 1521 W. Billon Avenue.
White Palace received mixed reviews from critics. It currently holds a rating of 56% on Rotten Tomatoes based on 16 reviews.