Henry Manning (PAUL NEWMAN), a convicted bank robber, has just been transferred from prison to a nursing home after apparently suffering a stroke. Seemingly near paralyzed and catatonic, Henry is no longer deemed a threat to society and thus is introduced to the other residents of the home.
Despite most evidence to the contrary, nurse Carol Ann McKay (LINDA FIORENTINO) becomes suspicious that Henry might be faking his condition. Besides, she doesn't have much else to hold her interest. Her marriage to husband Wayne (DERMOT MULRONEY) has hit the doldrums and they barely see each due to him working the nightshift, and about the only excitement at work comes from the repeated requests by Karl (BRUCE MACVITTIE), a less than reputable male nurse, who repeatedly invites her for rides on his motorcycle.
Fascinated by Henry's prior escapades and spurred by little hints that he may be carrying out an elaborate and effective ruse, Carol sets out to prove just that. She eventually succeeds, but instead of turning him in to the authorities, she suggests that the two of them become partners in knocking off banks. Henry can't believe his fortune of being discovered by and offered a partnership with a completely green criminal, but Carol eventually convinces him that she could be helpful.
As the two plan their big heist, they must not only contend with the logistics of the crime, but also that of Wayne's reaction to their plan, the fact that they have to keep posing him as a stroke victim, and the possibility that Henry might be transferred back to prison at any moment.