The story, from Harrison Powell and inspired by his grandmother's experiences moving into a retirement community, centers on Helen (Ellen Burstyn), an independent widow who moves into the Pine Grove Senior Community and discovers it's just like high school -- full of cliques and flirtatious suitors. What she initially avoids leads her to exactly what she has been missing: new friendships and a chance at love again with newcomer Dan (James Caan).

Janet (Jane Curtin) is the self-appointed ruler of the Queen B's who feels that Pine Grove is her own personal kingdom. Although a member of the clique, Sally (Loretta Devine), is a free spirit who bonds with Helen and Margot (Ann-Margret) is a bombshell looking for husband number six. Joining the team is Arthur (Christopher Lloyd) a new resident loving the ladies' attention.