When Dr. Abe Mandelbaum (Martin Landau) moves into the nursing home, Cliffside Manor, with his deteriorating wife Molly, he forms an improbable relationship with gambler and womanizer, Phil Nicoletti (Paul Sorvino). Even though at first Abe feels that moving into the home is the end of the road, he soon realizes that his life is finding a whole new beginning. Abe and Phil's friendship is challenged when a mysterious nurse claims that her biological father resides in the home. Without children of their own, both Abe and Phil jump at the chance to convince Angela, and themselves, that they are her father.