On his 80th birthday, retired billionaire Barry Reilly decides to indulge himself for once in his life. Instead of sharing his money with his greedy family of leaches, he decides to fulfill his fantasy. He'll spend the rest of his life in his mansion living, acting and dressing as a baby. He buys a giant crib, adult diapers and even hires a buxom middle-aged wet-nurse called Aloha to take care of him from now on. While his relatives fight among themselves, his role-playing, which may or may not be a case of paraphilic infantilism or adult baby syndrome, is going well. Aloha takes care of him, changes his diapers, plays with him, bathes him and even lets him suck on her breasts like a real baby. However, the story takes a really weird twist when a gang of international thieves, who think Reilly keeps his valuables in his mansion, break in and, not expecting him there, hit him on the head to knock him out. When he wakes up, he begins to grow younger and even grows a new set of baby ...