History professor Ned Brummel is living happily with his partner of 12 years in small-town Maine when he receives a phone call from his estranged friend Jack, telling him that another friend - Andy - is very ill and possibly near death. The news shatters his peaceful world and sends him on a 'plane to Chicago to be at Jack's side. As he boards the 'plane he sets out on another journey - a concurrent trip into memory, examining the major events and small moments that have shaped his world and his relationships with two very different, very important men.