Arthur Morrison (Jim Broadbent), and his wife Kim (Juliet Stevenson), are GPs in the same medical practice in the heart of the Yorkshire Dales. They have two children, Gillian (Claire Skinner), and her older brother Blake (Colin Firth), from whose perspective the story is told.

Blake is 40, married with two children, an established author, and having to face the fact that his father is terminally ill. The film opens during a summer bank holiday family trip in the late 1950s. Arthur hits the hard shoulder to skip a long queue of traffic at a car racing event, and eight year old Blake, and the rest of the family, are crippled with embarrassment. It's the first of many flashbacks that illustrate Arthur's bluff attitude to life and his pride in getting something for nothing. These childhood episodes also introduce Beaty (Sarah Lancashire) and her daughter, Josie. It soon becomes clear that Beaty and Arthur are more than just friends and that Josie is potentially Arthur's child. Adult Blake strives to find out the truth about Josie, and in doing so uncovers the interesting parameters of his father's marriage.

The essence of this father and son relationship is further expressed through flashbacks to Blake's teens - a family holiday, a fumbled affair with the au pair - where the awkward and introverted Blake is constantly crushed by his father's flirtatious ways and need to be the centre of attention. There are happy and tender memories too; of Arthur teaching Blake to drive, a camping trip in the rain, and Arthur saying goodbye to Blake as he leaves for university. In the present it becomes clear that Arthur still dominates his grown-up son, a dynamic to which Blake is resigned much to his wife, Kathy's (Gina McKee) annoyance. But when he and his family confront the reality of Arthur's cancer, Blake is forced to reconcile himself with the past. Blake's recollections are interspersed with heart-rending and often uncompromising scenes of Arthur's decline and submission to the disease that is killing him. It is ironic that Arthur's battle with his failing health is paralleled by Blake's struggle to come to terms with their relationship but there's a human inevitability here we can all identify with. It is only after Arthur's death; only when the tears come, that Blake is finally able to make peace with his memories.