In the sleepy town of Carefree, the lonely ORIENTAL movie theater stands as a reminder of the town’s better days.  No movies have been shown there for years.  CHARLIE, the town drunk, even uses the seats to sleep off the previous night’s liquor.  Today’s a hot July morning, though, and a fire spreads through the Oriental.  Charlie, dozing in his usual spot, awakens to smoke and staggers for help just in time.

      Meanwhile, a battered Ford Thunderbird sweats on the side of the road outside town.  Asleep at the wheel is CALEB JACKSON, the youngest son of JONAS JACKSON, Carefree’s most beloved — and recently deceased — judge.  Caleb’s back in town after many years, and trouble usually follows him.  This day is no exception.

      Back at the courthouse, rumors fly that Charlie himself started the fire.  But JOSHUA JACKSON, respected lawyer and the late judge’s eldest son, doesn’t buy that easy answer.  He heads to the theater and finds the blaze under control.  Local businessman and lame duck owner of the Oriental, JIMMY SILLIMAN, is trying to blame Charlie for the fire, but Charlie insists he’s innocent.  Joshua believes him and he leaves the theater determined to prove it.

      Back at his office, Joshua finds Caleb waiting.  The reunion is less than joyous.  Joshua tells Caleb their father died peacefully, but that their mother is suffering from alzheimer’s.  After Caleb leaves, Joshua, with some help from SALLY at the Carefree Historical Society, discovers that the Oriental is a historical landmark — and a special one.  But if the Oriental is damaged beyond repair, Jimmy can tear it down and sell the land to anyone he pleases.  That anyone, Joshua learns, is a supermarket chain looking to expand into downtown Carefree.  Could the fire have been a case of arson, with Charlie as the fall guy?  Joshua grows more suspicious when Charlie’s burned coat is found in the theater lobby and the local paper prints a story, with plenty of quotes from Jimmy calling Charlie a dangerous man.  The truth is being buried fast.

      As Joshua races against time, Caleb attempts to make peace with his past.  He visits the grave of his father and the bedside of his dying and forgetful MOMMA.  He even goes to MANDY, a former love now settled with a child and husband.  Caleb leaves her though with important words unspoken, flinging himself into the town-wide hunt for Charlie.  Exploring a hunch of his own, Caleb finds the old man seated in his same old spot in the Oriental Theater.

      Caleb and Charlie share old hurts.  Charlie confesses he haunts the theater because he and his beautiful wife would go every Saturday night before her untimely death.  He comes back, even though the memories hurt, because the pain is better than the emptiness of every-thing else.  Caleb knows and understands.  He realizes he must see Mandy again and leave no words unspoken.  Promising a quick return, Caleb leaves the Oriental.

      Caleb returns to Mandy’s and this time they speak, truly speak, about everything they meant to each other.  Caleb knows his time with her is over for good, even though her young daughter has Caleb’s eyes.  With a bittersweet tear but a new sense of purpose, Caleb leaves to find Joshua and save Charlie.

      At the Oriental, the fire has reignited itself and Charlie is inside, ready and willing to burn himself too.  Caleb goes back to Joshua’s office and there the brothers explode with anger over old grudges and fresh wounds. Joshua can’t believe Caleb left Charlie at the Oriental and now only one thing can make it right — saving Charlie.  They go to the theater and find it surrounded by firemen and police.

      With Joshua’s help, Caleb dodges the crowd and gets inside the Oriental just in time to keep Charlie from lighting the last match.  The police burst in, guns drawn and ready to fire.  Caleb shields the old man and tells him the only thing he now knows to be true — hold on to your memories. In the end, they’re all you’ve got.

      Charlie drops the matches, unlit.

      Caleb and Joshua lead Charlie outside and the firemen extinguish the blaze.  Jimmy Silliman is there, of course, but Joshua shuts him up with a few loudly spoken words about fraud and slander.  The crowd is won back over to Charlie’s side and Jimmy slinks away silently.  Things return to normal that night as the brothers meet again at Joshua’s house.  They will be visiting their Momma later that evening, together.

      The next morning, another hot summer day, and Caleb is ready to hit the road again.   He says goodbye to Joshua and this time the brothers part with a smile.  And the Oriental’s still standing.

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