When his elderly girlfriend unexpectedly drops dead in Arizona, something must be done with senior citizen Lenny Savage (PHILIP BOSCO), particularly since he's suffering from progressively worsening dementia. Accordingly, his adult kids are notified of this need. 42-year-old theater professor Jon (PHILIP SEYMOUR HOFFMAN) has never been close to his dad. Moreover, the apparent abuse he suffered at his hands as a child has left Jon unable to marry longtime girlfriend Kasia (CARA SEYMOUR), resulting in her having to move back to Poland due to an expired visa.
His 39-year-old sister and aspiring playwright, Wendy (LAURA LINNEY), isn't any better off, as she's currently stuck in an unhappy affair with her married, 52-year-old neighbor, Larry (PETER FRIEDMAN), and has low self-esteem due to her father's earlier lack of support. As the tables are now turned, however, the two siblings must decide what to do with him.
Jon thinks a nursing home is the best option, while Wendy believes that would make her feel guilty and thus thinks the best decision would be for her to care for him directly. From that point on, they weigh their options as they decide how to proceed, all while dealing with their feelings toward the man who damaged them in their formative years.