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NOTE: This spoiler was submitted by Evan B

The film opens with a flashback. Charlie Burnz (Billy Crystal) remembers a police officer asking if he is, in fact, Charlie Burnz. Charlie does not respond.

In the present, Charlie is walking to work. He keeps reminding himself of the directions he needs to take, demonstrating that his memory isn’t strong. He arrives at the studio where he is employed as a senior writer for a live sketch comedy show called “This Just In.” We learn that Charlie has a storied career as a successful comedy screenwriter. After sitting in on a pitch meeting, he goes to lunch to meet someone who won a lunch date with him at an auction (for $22).

At the restaurant, Charlie meets Emma Payge (Tiffany Hadish). Emma is impulsive and exuberant. She explains that she isn’t familiar with Charlie’s work, but that she attended the lunch because her cheating ex-boyfriend (an actor) won the auction and Charlie is his hero. By taking his lunch date, she gets a measure of revenge. The two take a liking to each other, but after Emma eats shellfish, she gets a severe allergic reaction. Charlie accompanies her to the hospital where Emma claims he is her adoptive dad. Charlie gets stuck with the hospital bill and later has to inject some medication in Emma’s butt. He ends the day having enjoyed himself but assuming that will be the last he sees of Emma.

To Charlie’s surprise, Emma finds where he lives and visits to repay half of the money. Charlie says that repayment isn’t necessary, but Emma insists. While chatting in Charlie’s house, Emma sees that Charlie has pinned pictures and the names of his family on a corkboard (Charlie claims it’s to give him inspiration, but Emma realizes it’s a sign that his memory is deteriorating). Emma also notices that Charlie has an unwritten novel languishing in his typewriter. The two continue to bond.

Charlie meets with his physician. It is revealed that he has early stages of dementia. Charlie hasn’t told his family, which includes his son Rex (Penn Badgley), Francine (Laura Benanti), and Francine’s daughter Lindsay (Audrey Hsieh). Nor has he told his employer. Charlie tells his doctor that he is taking steps to slow the dementia, he suffers from intense flashbacks of intense trauma such as demonstrated in the first scene of the film. Another flashback shows a young Francine weeping as the police arrive with Charlie in tow.

Later that night, Charlie attends a meeting with the senior writers of the sketch show. He has different views than the younger group of writers as to what should be aired. Charlie is particularly irked by one cast-member’s inability to enunciate properly, which Charlie says ruins the jokes. After Charlie leaves, the other senior writers question Charlie’s value to the show. The showrunner explains that Charlie is his mentor and that beyond still being funny and writing great sketches, Charlie adds great value in ensuring that the show doesn’t lower its standards for cheap laughs.

That night, Charlie attends a reception where he will be revisiting one of his most successful movies. He is being interviewed by Bob Costas, alongside the film’s director Barry Levinson and lead actors Sharon Stone and Kevin Kline (all of whom play themselves). During the interview, Charlie forgets the names of his fellow panelists but plays it off as a joke.

After the reception, Charlie is surprised to find Emma waiting for him. She attended to support Charlie, whom she now genuinely likes. She also repays the rest of the money from the hospital visit. Between his performance at the event and the family pictures at his house, Emma deduces that Charlie has dementia.

Charlie accompanies Emma to her job as a singer for a band. He is very impressed by her talent and charisma. While talking afterward, Charlie says that the unfinished novel she saw is meant to be a memoir celebrating his life with his deceased wife Carrie (Louisa Krause) and his family. But Charlie admits he has writer’s block and doesn’t know how to begin. He is worried that he will “run out of words” (i.e., lose his memory) before he can finish it. He also has a strained relationship with his kids (but he is very close with Lindsay).

That night, Charlie gets a message from Emma asking him how he met his wife. This helps Charlie focus and he begins to write his novel. In flashback, we learn that Charlie and Carrie met by chance while walking on the same beach. After some light conversation, Charlie invites Carrie back to his house to help her remove some oil that got on her feet. The pair hit it off and declare their love for each other after a few dates.

Thankful to Emma, Charlie attends her next gig. Emma uses Charlie to make her ex-boyfriend jealous (the ex showed up to try and win her back). They then spend the day at a wax museum, where they make the other laugh through jokes about the historical figures. Afterward, Charlie asks Emma to attend Lindsay’s upcoming Bat Mitzvah with him. She agrees.

At work, Charlie mentors a young writer named Darrell (Andrew Durand). Although Darrell never has gotten a sketch on the air, Charlie thinks he has a lot of talent that can be cultivated with patience. The other senior writers want to fire Darrell. But with Charlie’s help, Darrell is able to craft a successful sketch that makes it on air. Throughout the film, Charlie continues to help Darrell become a successful writer.

Charlie and Emma attend the Bat Mitzvah. Although Lindsay takes an immediate liking to Emma, Rex and Francine are wary of their relationship. Francine is particularly tense and clearly has many issues with her father. Emma performs a song that most of the party-goers enjoy, even coaxing Francine into singing along. Afterward, Emma stays the night at Charlie’s place. They dance to the music of Itzhak Perlman (playing himself) who happens to be neighbors with Charlie. The two fall asleep side-by-side, although both admit the next day that they will never have sex. They do, however, generally acknowledge that they are in a committed relationship. Emma also finds a beautiful picture of a house that Carrie painted that Charlie refuses to hang on his wall.

The next morning, Emma again inspires Charlie to continue writing his novel by having him recount the circumstances of Rex’s birth. In flashback, we see Charlie and Carrie at a museum. Carrie’s water breaks and she has the baby in front of a Tyrannosaurus Rex skeleton. This is why their son is named Rex.

Sometime later, Charlie has a breakdown when his route to work is blocked. Then, during a live show, Charlie has another episode. Angry at the cast member who can’t enunciate properly for ruining more jokes with his poor performance, Charlie walks onstage. He critiques the actor and engages the crowd. The performance is lauded and goes viral. Although everyone initially thinks that Charlie was simply engaged in brilliant improvisation, it soon becomes apparent to the showrunner that Charlie is sick. Emma (who rushed to the studio while watching the show live) explains Charlie’s situation to them. Darrell writes a tribute to Charlie that is posted online that provides cover for what happened (and essentially acts as a farewell to Charlie from his work). Meanwhile, Francine thinks Charlie was drunk and is disgusted by his behavior.

Emma accompanies Charlie to the doctor’s office. The doctor informs them that Charlie’s condition is rapidly deteriorating and he has only a year left before his memory is substantially gone. Although the doctor says he must tell his family, Charlie refuses. Emma decides to cancel going on tour with her band and stay with Charlie. He initially rejects her offer, but ultimately agrees on the condition that she not indefinitely delay her career because she is too talented and passionate to abandon it. The pair then move in together.

While living together, Emma witnesses Charlie’s memory deteriorate further. She finally forces him to face his past, believing that confronting his trauma will help him stop having painful flashbacks. Charlie explains that as his career took off, he spent less time with his family. Hoping to get Charlie to slow down, Carrie bought a house on a secluded pond they name “Lake Charlie.” The picture Carrie painted is of their lake house. Although they had many happy memories, particularly watching the sunset as a family, Charlie continued to spend more time at work. One night, Carrie forces Charlie to go up to the house where the kids are already staying with her mother. En route, Charlie stops at a theater where one of his plays is showing. He says he needs five minutes to fix a monologue he thinks isn’t working. Carrie is furious, saying she will only wait five minutes for him. When Charlie returns to where the car was parked, well past five minutes, he finds Carrie already left. Later that night, the police approach Charlie. Upon seeing the police lights, Charlie refuses to give his name, hoping his refusal will stop the cops from giving him the bad news they must have (thus, the flashback of the cop asking his name). Eventually, he is told that a young man driving under the influence ran a stop sign and hit Carrie’s car, killing her instantaneously. The kids were traumatized by this, but Charlie admits that he did a bad job caring for them as he didn’t know how to deal with the grief. Instead, he only dove further into his work.

Sometime later, Lindsay arrives unexpectedly at Charlie’s house while Emma is out running errands. She is tearful, saying that she overheard Francine say that Charlie is responsible for Carrie’s death. Charlie embraces his granddaughter and says he will take them somewhere special to cheer her up. When Francine finds Lindsay is missing, she and Rex go to Charlie’s house only to find Emma also looking for him. They soon realize he took a rideshare service and are able to track his rideshare out to the country. As the three adults drive to Charlie, Emma tells Rex and Francine about Charlie’s dementia. They find Lindsay in tears as Charlie had an episode and ran into the woods without her. Realizing where they are, Francine and Rex rush to their childhood cabin to find Charlie there. He tearfully apologizes to them for his past mistakes and begs them to set aside their resentment as they don’t have much time left. The family tearfully embraces Charlie and forgive him. They also accept Emma as a member of their family.

The film jumps forward again. Charlie and Emma are at the cabin on Lake Charlie along with Rex, Francine, Lindsay, and Darrell. Charlie, Francine, and Rex reminisce about their childhood as Darrell transcribes the stories for Charlie’s book. Charlie is easily distracted and some of his recollections are inaccurate. Nonetheless, he is happy spending his days at the cabin with his family and friends. As the sun sets, he and the others go out to the lake to watch it together. Charlie looks over and sees Carrie’s spirit watching the sunset alongside them, smiling happily.

Thanks to Emma's support, Charlie is able to come to terms with his dementia and repair his relationship with his family. His kids, granddaughter, co-worker, and Emma help Charlie write his memoir in honor of his beloved deceased wife Carrie.