Ernie and Rose are two widower WWII veterans with no one but each other, living in a crumbling old house outside of Baltimore. Wade is a youthful, blue collar laborer with a wife and young child. Their lives seem predetermined to never intersect, until Wade's wife is savagely assaulted and, in a fit of anger, Wade accidentally kills her attacker, subsequently finding himself convicted of murder and sentenced to death.

Fears of morbidity are also affecting Ernie who, on the advice of his doctor, agrees to enroll in a mysterious program in which the minds and souls of the elderly can be implanted into the bodies of the young. Eager to experience youth once again, Ernie agrees, with Wade forcibly assigned to be Ernie's new physical self. But neither of the two men, one willing, one victim, are prepared for the true results of the horrifying procedure... - Widower WWII vets live in a crumbling house in Baltimore.