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When Lil Lambert (Ellen Burstyn) loses her son, she must fight for the custody of her 9-year-old grandson, Jared, (Ryan Todd) while she struggles with her advancing Alzheimer's disease. It eventually becomes apparent that Jared may be shipped off to a foster home, and the pair decide to hit the road in order to escape social services and remain together. Along the way, they are aided and inspired by friends such as Clifford Pepperman (Walter Matthau).