In a luxury spa hotel in the Swiss Alps, octogenarian friends Fred Ballinger and Mick Boyle look back on their eventful and successful lives as composer and film director, surrounded by a host of colorful and eccentric fellow guests, ranging from a South American soccer star to a famous Californian actor and a reigning Miss Universe. Ballinger is there simply to enjoy his retirement, while Boyle is working with five scriptwriters on his last film, which he hopes will be his masterpiece.

When Ballinger is invited by Buckingham Palace to conduct his most famous piece at Prince Philip's birthday celebration and accept a knighthood in return, he refuses, citing personal reasons. As for Mick Boyle, he eventually receives a visit from Brenda Morel, his signature actress, who comes all the way from California to give her opinion of this latest film in which she is to star. At the same time as these two men face these turning points, the marriage of Fred's daughter to Mick's son brings further complications.

Only by reconciling with their muses, and by coming to terms with old age and the weight of memory that comes with it, can the two friends move forward with what remains of their lives.