Peter's beloved home for the elderly, Sunshine Manor, is taken over by his slick son Carl (Craven) at Peter's death. Now frail and constantly needing an inhaler, Woody (LaPointe), once the home's bookkeeper, is now a resident. He always tells his three friends - Joseph (Rubes), Rose (Dukakis), and Olive (Leachman) - to scatter his ashes at the house where he was born, with its kitchen in Vermont and the bathroom in Quebec.

Joseph, apparently Czech, met Peter in World War II, and paid for his funeral, which Peter's estate didn't reimburse, as Joseph expected. Hearing about it at bridge, Olive and Rose offer to help pay, but Woody, the fourth at the game, can't. It turns out Carl has his power-of-attorney, and claims Woody is broke. We learn, although Woody's friends don't, that if Woody tries to regain his funds, Carl will tell the police how Woody doctored the nursing home's books some years ago, when Peter needed creative financing.

Joseph's grandson Max wants to be an actor; his latest role is "Romeo" in an S-&-M production, in which "Juliet" leads him around on a leash, wears leather, and uses a whip. Joseph wants him to "get a real job," because Max owes him money.

Olive, an intelligent, independent, determined woman and former legal secretary, is confined to a wheelchair; she hosts a cable TV talk show, "Old and Wise." One caller has a serious money concern; later, Olive deduces who the caller is, which is even more evidence that Carl is misusing residents' money. Also a seasoned computer hacker and shrewd sleuth, Olive casts Rose - who is a former actress - as a rich, feeble, elderly woman who soon to move into Sunshine Manor; Max gets to "act" as her caregiver. All is revealed in the second half of the movie, which is both astonishing and funny, and the denouement has as many twists as "The Sting."

The movie seems almost a series pilot, one that would be great for Leachman. All the leading performances are top-notch; Craven's dual role, as a believably pleasant manager covering his genuine wickedness, is at once cartoonish and believable. The elderly are susceptible to economic opportunists, but if they work together, they can fend nicely for themselves. However, the well-meaning threesome's schemes complicate, and are complicated by, Woody's straits and declining health, making the film complex and thought-provoking.