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Old Pop, a retired factory worker, lives in a former industrial area of Beijing with his extended family. He likes going to the market with his old colleague, Lao Chang. One day, he recognizes a face he had been unable to forget: his first love, Li Ying. An elegant old woman, Li Ying seems to have trouble remembering people, and her daughter is openly hostile to Old Pop. Despite these obstacles, the two elders start meeting in secret. Discovering that Li Ying has Alzheimer, Old Pop plays little games with her to exercise her mind. As in his award-winning first films, Liu Hao uses non-professional actors to recount an unusual love affair with a poetic and humorous touch.