Griffin has been diagnosed with terminal cancer. Instead of quietly facing his death, he decides to have fun in the time remaining. At a college class on death, he meets Phoenix, who has terminal leukemia.

Peter Falk
as Geoffrey Griffin

Jill Clayburgh
as Sarah Phoenix

John Lehne
as George Griffin

Dorothy Tristan
as Jean Griffin

Ben Hammer
as Dr. Feinberg

George Chandler
as Old Man

Milton Parsons
as Professor

Irwin Charone
as Dr. Thompson

John Harkins
as Dr. Glenn

Randy Faustino
as Randy Griffin