Ray (BOB HOSKINS), Vic (TOM COURTENAY) and Lenny (DAVID HEMMINGS) have been best friends for decades, usually hanging out together in pubs enjoying a drink or two while conversing about their lives and what life has thrown their way. The latest such complication has been the recent passing of their fourth friend, Jack Dodds (MICHAEL CAINE), the local butcher who died after a long illness.
Since Jack's last wish was for his ashes to be spread at the seaside resort of Margate where he spent time with his wife, Ray, the gambler; Vic the funeral home director; Lenny, the former boxer; and Vince (RAY WINSTONE), Jack's adult son who choose to become a used car dealer rather than follow in the family business, all set out for a day's journey to accomplish that.
Ray's widow, Amy (HELEN MIRREN), decides not to join them but rather visit her and Jack's mentally challenged adult daughter, June (LAURA MORELLI), who they put in a home when she was just a child. Yet, all of them are flooded with memories of their past, such as when young Jack (JJ FIELD) and young Amy (KELLY REILLY) first met, and when he and young Ray (ANATOL YUSEF) met in the war.
As other memories including young Vic (CAMERON FITCH), young Lenny (NOLAN HEMMINGS) and young Vince (STEPHEN McCOLE) flood into their heads, the various friends try to deal with Jack's passing in their own unique ways as they set out to fulfill his last orders.