Duke Diver (Morgan Freeman) manages the Villa Capri, a luxury retirement resort in Palm Springs. He makes sure the residents enjoy the neverending party lifestyle the resort embraces, and he’s the resident ladies man. That is, until ex-military man Leo (Tommy Lee Jones) moves in. 

It turns out that Duke was a star witness against the mob and is currently in the witness protection program. However, when it becomes clear that he's been found, he asks Leo to set their differences aside so they can ward off an impending mob hit that may threaten not only Duke, but the well-being of regional director Suzie (Rene Russo).