A widowed father in 1940s New York is unable to support his two sons, so sends them off to live with his mother while he works as a travelling salesman. The boys are terrified of their grandmother, but fascinated to meet their uncle, a small-time gangster in hiding having stolen from a fellow crook. Period comedy drama based on Neil Simon's stage play, with Richard Dreyfuss and Mercedes Ruehl.

In the summer of 1942 two young boys are sent to stay with their stern grandmother Kurnitz and their childlike aunt Bella in Yonkers, New York.