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Lifelong friends Lenny (Dominic Chianese) and Ruben (Dick Latessa) are both in their 70s and dyed-in-the-wool New Yorkers. The New York they inhabit is fading away: the places they've frequented for years give them a refuge from the changes they see around them. At last they are confronted with the reality that the last holdouts are a threatened species, and they are too. This film is about love and friendship, and the way these things keep us young, and make us feel alive. It's about one man at a point in his life when he is finally forced to concede that his whole life is no longer ahead of him, and he makes a last reach for one thing he's never had - true love.