24 year old Queenie prefers the slums of the East Village in Manhattan to her parents multi-million dollar estate in Westchester. A wacky character who plays pranks on everyone, Queenie works as a social worker with kids while unsuccessfully pursuing an acting career in New York. Horace is a middle-aged ex-cop who lives by himself in the same neighborhood. Having been diagnosed by his doctor as terminal with only a few months to live, Horace starts going to a shrink and tries to find meaning to his life, at which point he meets Queenie, who takes him on a whirlwind of a ride, before they finally, truly find one another. Horace's milieu also includes Martha and Spencer, a married couple of ex-gangsters now living a mundane life supplementing their income by throwing occasional S&M orgies for a few dollars. Queenie's crowd includes Skip, her fiancé, an ambitious Wall Street broker, and her best friend, Tzocki, who is about to be married.