Dr. Charlie Keegan had a thriving medical practice in New York City until he was busted for insurance fraud. In order to keep his license, he must serve six months working at a elder care faciilty in upstate NY. While he is there, he starts to connect with the residents and staff, and regains a passion for patient care. He also meets Mo, a man who was bankrupted by his car accident and has nowhere else to go, but continually attepts escape. Mo has fallen in love with a vagrant, anmesiac new arrival, Anna, and has become her caretaker. Charlie starts to help Anna remember who she is. But, his boss is now the one defrauding insurance companies and residents. He skims money by selling drugs scrips which he has Charlie write, so now Charlie is caught between reporting his boss or getting his boss's recommendation which will put Charlie right back in the high life. Charlie starts to connect with Nurse Jill (Emmanuelle Chriqui) who sees potential in him. Just as Charlie's time is about to end, Anna's legal guardian shows up and demands custodey of Anna. Mo is so disheartened that life has no meaning for him now. However, Anna's granddaughters call him and tell him Anna is sick and needs him. Charlie, at great risk to himself, helps Mo escape for good by driving him in the boss's sweet ride. In the end, Charlie reports the management's fraud. The director is arrested, and Charlie becomes, willingly, the new director of the facility, with Nurse Jill at his side, and Mo and Anna are off living their lives together somewhere.