In 1988, a memorial service to Ed Kleban is being held at the Shubert Theatre. Ed appears at his own memorial. His friends and colleagues remember him and think back over the past. As the time shifts backwards, the friends reminisce about the songwriting workshop held by Lehman Engel (B.M.I. Workshop). As Ed interacts with the people in his life, he deals with ambitions, success, failures, and loves.