Elsa (Shirley MacLean Shirley MacLaine) is old and lives a lonely life. One day, an old man named Fred (Christopher Plummer Christopher Plummer) moved next door to her. the old man had just lost his wife and was living in a dark cloud. Although Elsa and Fred are two completely different people, with the passage of time, the two old and tired hearts are getting closer, and Fred is gradually out of grief in the company of Elsa. Elsa also found the hope and meaning of life because of the existence of Fred. For a long time, however, Elsa had kept a secret that she was seriously ill and time was running out, and not only that, but she also made up most of the past that Elsa told Fred. What kind of choice will Fred make when he learns the truth?