After his daughter persuades him to move into a new apartment, aged widower Fred strikes up a friendship with his eccentric 74-year-old neighbour Elsa, who convinces him it's never too late to keep enjoying life. Although he seemed resigned to a miserable bedridden existence, Fred embraces Elsa's youthful enthusiasm as she introduces him to the path of life and entertains him with outlandish stories about her past life. But when he discovers Elsa's terminally ill, Fred decides to accompany her on the trip of her dreams to the eternal city of Rome to help her fulfil a lifelong ambition.

• Riverside Entertainment Group
• Rio Negro
• Shirley MacLaine
• Christopher Plummer
• Marcia Gay Harden
• Wendell Pierce
• Jared Gilman
• Erika Alexander
• Chris Noth
• Scott Bakula