A beautiful elderly couple are forced to confront Fiona’s (Julie Christie) problems with memory. Always stylish and active, she begins to neglect her appearance and do odd things. She loses her way while cross-country skiing in a familiar terrain; at nightfall, Grant (Gordon Pinsent) finds her frightened and frozen. She decides that she must go into a nursing home, but Grant is horrified to learn that, in order for her to adapt, he may not visit for an entire month. When he finally returns, bearing a bouquet of flowers and hoping for her warm affection, he is stunned to find Fiona pleasant but indifferent to his presence. Instead, she is preoccupied, even infatuated with Aubrey (Michael Murphy), who silently occupies a wheelchair. Fiona is able to interpret Aubrey’s moods and desires.

At first, Grant is hurt and jealous, but gradually he accepts Fiona’s need to be important for someone. Haunted by guilt over an affair with a student years ago, Grant wonders if Fiona is somehow retaliating. When Aubrey’s wife Marian (Olympia Dukakis) brings Aubrey home because she cannot afford the care, Fiona is despondent. He approaches Marian about returning Aubrey to the center. Thrown together by their absent yet present spouses, Marian and Grant indulge in a half-hearted affair. By the time, Aubrey returns, Fiona may have forgotten him, but she still knows Grant and appears to recall his distant infidelity though so much else is lost. But he still loves her and together they can find reasons to laugh.