Thomas meets his old friend Hoffman in a bar; the two men haven't met for over 35 years. It is apparent that Hoffman is dying of cancer. Hoffman reminds Thomas of a film project they had planned years ago, and suggests they make the film now. They get the funding and begin the film. It tells the autobiographical story of the time when the men were young, and their relationship with Thomas's father. Hoffman plays the role of the father in the film. The process of filmmaking forces the men to confront their past and think through the experiences that shaped their lives.