Weller Martin and Fonsia Dorsey, two elderly residents at a seedy nursing home, strike up an acquaintance. Neither seems to have any other friends, and they start to enjoy each other's company. Weller offers to teach Fonsia how to play gin rummy, and they begin playing a series of games that Fonsia always wins. Weller's inability to win a single hand becomes increasingly frustrating to him, while Fonsia becomes increasingly confident. While playing their games of gin, they engage in lengthy conversations about their families and their lives in the outside world. Gradually, each conversation becomes a battle, ruining their brief friendship. They end up trying to expose the other's weaknesses, belittling the other's life, and humiliating each other.