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A middle-aged man, Howard Breckenridge, finds that financial success has not brought him happiness. Moreover, an incident from his final days of high school has plagued him for much of his adult life. Finally, after years of avoidance, he summons up the courage to return to the little town of Marston Oklahoma to face up to his past. His stay in Marston revives memories of growing up poor on a Western Oklahoma farm, the emergence of rock music, an old love, and classmates and friends not seen since high school graduation. When he meets face-to-face with the past he has avoided, Howard is stunned at what he finds.