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.
Shirley MacLaine
as Elsa
Christopher Plummer
as Fred
Marcia Gay Harden
as Lydia
Wendell Pierce
as Armande
Jared Gilman
as Michael
Erika Alexander
as Laverne
Chris Noth
as Jack
Scott Bakula
as Raymond
George Segal
as John
Reg Rogers
as Alec
James Brolin
as Max
Sam Medina
as Taxi Cab Driver