Thomas Weaver, an author of popular short stories, has returned to his hometown to deliver the eulogy for his childhood friend, Alvin Kelby, but finds himself moments away from his friend's funeral with nothing but a notebook full of empty pages. His last desperate attempts to write only lead to frustration. ("Write What You Know")

Thomas's reality is suddenly punctured by Alvin's presence and Thomas finds himself deep inside his own mind surrounded by endless shelves cluttered with papers and books, a lifetime's accumulation of memories and stories. Alvin offers to help his friend with the task of writing the eulogy by choosing from the "thousands of stories in this head of yours" - and what better place to start than the day they met. ("Mrs. Remington")

But Thomas is determined to complete his task without help and rejects the story. Refusing to be dismissed, Alvin offers up another story - the story of the last time they saw each other. Only a week ago, Thomas was to write another eulogy, one for Alvin's father. The telling of this story barely begins when Thomas abruptly rejects it too.

Alvin persists and finds another story, one that recalls a Christmas Eve spent searching his father's bookstore for the perfect gift for his friend ("The Greatest Gift"), a gift, which Thomas recognizes in hindsight, nudged him into becoming a writer. ("1876")

This small revelation piques Thomas' interest and Alvin continues selecting story after story. He tells about their annual tradition of making snow angels and watching Frank Capra's It's A Wonderful Life. He tells about the two of them sneaking into the funeral chapel to pay respects to their beloved Mrs. Remington. He tells of the time they promised to deliver each other's eulogy, "whichever comes first" - a promise that trapped Thomas into his current dilemma.

When Alvin settles on a story of Thomas belittling Alvin's obsession with a flapping butterfly in order to teach him the art of adolescent survival ("Normal"), Thomas retaliates by choosing a story that reminds Alvin of the repercussions of his eccentric behavior. Alvin's response, "People Carry On", leaves Thomas with a deeper understanding of his friend.

Seeing his friend soften, Alvin takes the opportunity to reintroduce the story of the last time they saw each other. This time they get deeper into the story, revealing that, although Thomas had been asked to write the eulogy for Alvin's father, he chose instead to read, as Alvin puts it, "a quote from a dead poet". Again, Thomas puts an abrupt end to this story.

Undeterred, Alvin carries on selecting stories, tracing through the passing years as life began to intrude upon their friendship. There's one about Thomas seeking Alvin's critique of a short story written as part of his college application, unaware that Alvin's acceptance or rejection could alter the course of his life. ("The Butterfly") There's the story about their self-conscious farewell as Thomas departed for college ("Saying Goodbye - Part 1"), which left Thomas uncertain about the depth of Alvin's feelings toward him. There's the one about Thomas returning home and struggling with a writing assignment but unable to find inspiration. ("Here's Where it Begins") There's the one about Thomas introducing his fiancee to his not-so-eager-to-meet-her friend. ("Saying Goodbye - Part 2") As each story emerges, tiny connections between them become more and more apparent, gradually opening Thomas' eyes to the effect that Alvin had on his life.

But that effect is a two-way street. Alvin chooses a story in which Thomas, seeing his friend trapped in his small town existence, invites Alvin to venture out for the first time, an invitation that would change the dynamic of their friendship forever. ("Independence Day")

When Thomas justifies his behavior ("I Like it Here"), Alvin responds with a searing commentary on the choices made by his award-winning friend. ("You're Amazing, Tom") In response, Thomas demonstrates the challenges of his profession by revealing his struggles with a "work in progress" ("Nothing There"), but in doing so, only proves that in removing his friend from his life he has left himself bereft of inspiration. Infuriated by this revelation, Thomas rifles through the stacks of stories unleashing fragments of memories in a final desperate search for something to complete the eulogy.

Alvin launches once more into the story of their last meeting. This time the story plays out completely with Alvin confronting Thomas for choosing the "quote from a dead poet" rather than writing words of his own. Thomas argues that "living in a small town and selling books doesn't inspire epic poetry." Alvin points out that his own simple life became the inspiration for all of Thomas' successful writing. Thomas violently denies Alvin's contribution to his success. Hurt, Alvin decides to deliver his father's eulogy himself. Thomas sneaks into the funeral chapel to watch his friend speak. Revisiting this memory, Thomas sees his friend in a new light. ("I Didn't See Alvin")

Amid the rubble of Thomas' mental library, Alvin suggests one more story - the story of his tragic ending. Seeking absolution and desperate to know what happened to his friend, Thomas begs him to tell it. Alvin tells him that there are some stories that Thomas can never know - some questions that will always remain unanswered. ("This Is It")

Emotionally and creatively restored by Alvin's words, Thomas returns to his work in progress ("Angels in the Snow") and is finally able to complete the story. Alvin returns to where we first discovered him nestled in the cluttered library of Thomas' mind and Thomas steps up to the podium. He closes his notebook and confidently begins telling the story of his friend's life.