When Royce Partridge learns his boyhood pal, Toby Bergman, is dying of cancer, he returns to the small town of Algonquin, Illinois, on the Fox River where they grew up. Royce left Algonquin 40 years ago. Progress, with traffic, subdivisions, and shopping malls, has changed the once bucolic river town. Royce surprises Toby in the hospital; he is slipping fast. Royce stays in Algonquin at a quaint Victorian bed and breakfast. Despite the heavy hand of progress, Royce can see the small town he and Toby raced mopeds around as teenagers.