At the Billy Barnes Extended Care Unit of Mt. Palms Hospital in Long Beach, Cal., the staff attends to the needs of female patients who are often "getting on" in years, while dealing with the challenges of a health-care bureaucracy in need of an overhaul. Even as they attempt to serve their charges under less-than-ideal circumstances, the lives of this ragtag crew are complicated by conflicting agendas, both professional and personal.

Beginning eight months after the conclusion of season two, season three finds Dr. James determined to put the corporate-hospice scandal behind her, and pushing her research ambitions further than ever before. Nurse DiDi emerges as a union leader amidst a family drama that finds its way onto the ward. Newly married Nurse Dawn struggles to make sense of her new responsibilities and uncertain future, continuing to circle the orbit of male Supervising Nurse Patsy, who's looking to embrace a new lifestyle. These personal stories play out against the backdrop of Billy Barnes' threatened demise and the fight to keep the ward (and hospital) alive.