Summer vacation has just begun, and the 14-year-old boy Walter (Haley Joel Osment) is reluctantly sent by his mother Rose (Kyra Sedgwick) to his two uncles in the countryside, Jas (Michael Caine) and Hubble (Robert Duvall). Walter, who has just arrived, is not used to the life in the country, and he is even more respectful of his two eccentric uncles. The appearance of a mysterious photo has brought Walter closer to his uncles. Following the clues in the photo, the uncles told Walter their stories of the past. At that time, it was an age full of dreams and passion. The stories of the uncles opened the door to a new world for Walter. At the same time, by recalling the past, Jas and Hubble, two men with stories, also found the meaning and happiness of their lives.