As an older gay man lies dying in a hospital room, he tries to remember all of his past lovers. He captured many of them on camera, but the films are disintegrating and fading away just like his memories. The script is based on stories and cruising diaries written by Charles Lum and stories written by Todd Verow. The film was shot entirely on super8 film and incorporates archival footage shot by Charles Lum in the 70s and 80s, archival footage shot by Todd Verow in the 80s and 90s, and new footage shot by Todd Verow.