Seventy-year-old Matthew Kern is introduced to his new home for the aged. The next stage of his life begins when he learns from resident Tom and his four "disciples" about mysterious deaths at the home. Tom is found dead, and Matthew becomes the disciples' leader. They uncover mistreatment of residents; seduction attempts from the manager, Sylvia; and mysterious meetings in the basement. Matthew's interest becomes personal when he falls in love with the beautiful Donna, another resident. With help from other residents and Donna's two delightful grandchildren, Matthew and the disciples begin to fight back, with disastrous consequences.