Fiona and Grant are an Ontario couple who have been married for over 40 years. During the twilight of their years, Grant is forced to face the fact that Fiona's 'forgetfulness' actually is Alzheimer's. After Fiona wanders away and is found, the decision is made for her to go into a nursing home.

A chance encounter in a nursing home leads to an unexpected friendship between a dowdy housewife and a spry octagenarian who tells her the story of a fiercely independent woman half a century ago in the town of Whistle Stop, Alabama.