Duke (JAMES GARNER) is a senior citizen who routinely reads stories to a nursing home patient (GENA ROWLANDS) whose senile dementia has robbed her of most of her memories. One such story goes back to 1940 when 17-year-old socialite Allie Hamilton (RACHEL MCADAMS) arrives in town and immediately draws the attention of townies Noah Calhoun (RYAN GOSLING) and his best friend Fin (KEVIN CONNOLLY). Noah goes out of his way to impress her, and after some prodding, the two eventually go out on a date and are soon lovers.
That doesn't sit well with Allie's snobbish mother, Anne (JOAN ALLEN), who tries to persuade her millionaire husband John (DAVID THORNTON) that the poor Noah is no good for their daughter. Noah's single, working class father, Frank (SAM SHEPARD), doesn't feel the same way and likes what he sees in Allie. Yet, with her going off far away to attend college, the romance seems doomed. To make sure that's a reality, Allie's mom packs up the family and returns home early, and then keeps Noah's many letters from reaching her.
Years pass and when not seeing war widow Martha Shaw (JAMIE ANNE BROWN), Noah has spent most of his time refurbishing an old manor in hopes that it might somehow bring Allie back to him. She meanwhile has met and become engaged to war veteran Lon Hammond (JAMES MARSDEN), who comes from Southern money. Yet, the two haven't forgotten about each other. As Max continues reading the story to his nursing home friend, he hopes that its tale of rekindled love might bring back some of her memories.