I just watched it last night and it's definitely one of the best movies made. It's a story about a man who ages backwards, literally.

The story begins with an old woman, Daisy, reminiscing about a blind clockmaker. This clockmaker has a son who went off to war (World War I) and was killed. He made a big clock for the train station and there was one thing that surprised everyone. The clock he made was moving backwards. When asked why it was such, he said that he hope that time will travel backwards so his son will somehow come back to him and his wife alive. Shortly after, the clockmaker closed his shop and disappeared.

(We then cut to the end of World War I in 191 cool

Throughout the streets of New Orleans, people are flooding the streets in celebration. A young man (Benjamins father), however, is rushing home to check on his wife who has just given birth. His wife appears to have hemorrhaged during childbirth and is on the brink of death. The presence of the priest who has come to give her last rites confirms this. Before she takes her last breath, she asks her husband to make sure that their child have a place in this world. Benjamin's father promises and shortly thereafter the mother died. He approaches the crib and the attending nurse tries to warn him, but he cries out in horror when he lifts the blanket and sees his son for the first time. He then grabs the baby and tears out of the door. He runs madly into the street with the baby crying wildly and eventually stops at the banks of the river. He was hesitant when throwing the baby into the river when a policeman stops him and chases him. Benjamin's father, frightened and dazzled, runs away and eventually stops at the porch of a large house. He hears people inside the house and then impulsively places his baby on the steps of the house and leaves whatever money he has with the baby.

Within seconds, a young black couple come out of the house. Theyre flirting with each other, completely unaware of the baby. They begin to descend the stairs and one of them almost trips on the baby. The woman, Queenie, picks up the baby and we see that Benjamin looks like an octogenarian infant. Despite the protests of her husband, she decides to take the baby in. She brings the baby into the house and puts him in the top drawer of her dresser. When the doctor examines Benjamin, he tells her that the baby suffers from arthritis, is nearly blind from cataracts and has osteoporosis. No one expects the baby to survive long. Unable to have a child of her own, Queenie decides that Benjamin is a child of God and takes on the responsibility of raising him. She names him Benjamin and introduces him to the residents of the house (she's running a retirement home so it was full of elderly's) as her sisters child. The people in the house seems to be unfazed by Benjamins unusual appearance. One elderly woman even said that he looks just like her ex-husband. Lol.

Over the next few years, we see Benjamin spend his early years as a short, frail, bald elderly man with glasses when in fact, he is only 5 years old. He calls Queenie Mama and his mannerisms and impulses are very childlike. Although he's fully grown in size, Queenie still bathes him and scolds him like a child when he tries to wander off. He begins to learn to read but cannot walk and is confined to a wheelchair. Then one day, Queenie takes him to an evangelical healer. After healing Queenies infertility, he commands Benjamin to walk during a dramatic healing. After Benjamin stumbles and takes his first steps, the preacher suddenly drops to the floor and dies.

Benjamin progresses physically, being able to walk with the help of crutches. He soon befriends a charming Pygmy man who takes Benjamin into town and they seem to connect over their uniqueness. When the Pygmy leaves Benjamin to visit a prostitute, Benjamin misses the last streetcar and must walk home on his crutches. Although Queenie greets him with a harsh scolding, Benjamin remembers his first taste of freedom as one of the best days of his life.

Queenie throws a party at the retirement home for visitors, and Benjamin, now able to walk without crutches, soon meets the granddaughter of one of the tenants. Shes a striking red-haired girl with blue eyes named Daisy(she's the old woman in the beginning of the story, but we'll eventually get back to that). Benjamin develops an instant boyish crush on her even though he appears to be an elderly man. In his diary, Benjamin remembers this as the day he fell in love with Daisy. During the party, Queenie announces that shes pregnant and Benjamin feels slightly jealous.

Benjamin and Daisy quickly form a bond. They curl up with Daisys grandmother as she reads them childrens stories. Daisy is quick to realize that Benjamin is no ordinary elderly man because of his childlike ways. They spend a lot of time together and sneak off one night to talk but are caught by Daisys grandmother who accuses Benjamin of inappropriate motives. Queenie tells Benjamin that hes no ordinary child, that hes a man-child, and that people will misunderstand him. When Benjamin returns to his room, his elderly roommate talks about how he was struck by lightning seven times. Throughout the course of the film, the random circumstances in which he was struck by lightning are revealed for laughs.

Benjamin begins to grow physically and can bathe himself now and seems to be going through puberty even though he still looks elderly. He gains muscle tone and his teeth look healthier. While getting his hair cut by an elderly woman at Queenies house, he remarks that with every day he feels he is growing younger. The woman replies that it must be sad to grow younger and watch the people you love die before you. While Benjamin reflects on this remark, the woman adds that if we didnt lose the people that we love, we wouldnt know how important they are to us. Benjamin later talks about some of the elderly tenants who died during their stay and the things they taught him.

Benjamin visits the docks of the harbor and one day volunteers to work for a salty tugboat captain named Captain Mike. Despite his elderly appearance, Captain Mike agrees to take Benjamin on and we see Benjamin mostly scrubbing the decks and doing light work. This is all very exciting to Benjamin and the two quickly become friends.

During the course of conversation, Captain Mike learns that Benjamin is a lot younger than he looks and that he is still a virgin. Captain Mike decides to take Benjamin to a brothel to fix that. At the brothel, a drunk Captain Mike rants about being a self-proclaimed artist and not a tugboat captain like his father, and then undresses to reveal his self-inked tattoos --- hes a tattoo artist. He then harps on about his hummingbird tattoo and what a remarkable bird it is.

Although Benjamins appearance creeps the prostitutes out, one sympathetic prostitute reluctantly agrees to sleep with him. With the sexual vigor of a teenager, Benjamin wears the prostitute out and agrees to come visit her every day except Sunday (her day off). As hes leaving, we see Benjamins father exiting the brothel and he intuitively recognizes Benjamin as his son. Benjamins father, Thomas Button, offers to give Benjamin a ride home in his fancy, chauffeur driven car. They stop at a bar for Benjamins first drink. They drink and talk until the bar closes and then Tom drives Benjamin home. After Queenie chastises him for staying out late, Benjamin throws up from his first night of binge drinking.

One day, Benjamin sneaks the nine-year-old Daisy out for a ride on Captain Mikes tugboat. Still drunk from the previous nights drinking, Captain Mike reluctantly agrees to take them out to sea. The tugboat passes a cruise ship and the captain waves to Benjamin and Daisy. Daisy remarks how she wishes she could be on a cruise ship like that. Click Here!

At about 17, Benjamin still looks like an older man but desires to leave home and work on Captain Mikes tugboat. Daisy is about 12 and makes Benjamin promise that he write to her from wherever he travels to. While Benjamin travels from harbor to harbor on the tugboat, we watch Daisy grow up and train as a ballet dancer. During his travels, Benjamin befriends an unhappily married Englishwoman named Elizabeth (Tilda Swinton) at the hotel he lives in. They end up talking all night almost every night, and she tells Benjamin that she attempted to swim the English Channel when she was 19 but gave up before she could finish. She introduces Benjamin to the finer things in life like caviar and vodka and she tells him about the places hes never seen like Asia. They eventually start an affair and spend every night together. Benjamin writes to Daisy and tells her that hes fallen in love. Then, one night, Elizabeth disappears, leaving only an impersonal note saying it was nice to have met him.

Captain Mike announces to the crew that the Japanese have bombed Pearl Harbor and that hes contracted with the US Navy to support the war effort. The cook decides to leave the crew and be with his wife, so Benjamin steps in as cook. The tugboat gets its first taste of war when the crew shows up to the remains of a naval ship carrying soldiers that was just bombed. The tugboat soon catches the eye of the enemy submarine and the crew springs into action, heroically deciding to collide with the submarine and sink it. Gunners on both the tiny tugboat and the submarine exchange fire and ultimately, the tugboat maneuvers itself onto the submarine and sinks it. Captain Mike and several of the crew are wounded and die as a result. Benjamin survives and passes on Captain Mikes earnings to his wife. As he throws out the lifesaver from the tugboat out to sea, a hummingbird flies up from the lifesaver and whizzes by Benjamin. He remarks that he never again saw a hummingbird in the open sea.

Returning to Queenies house from the war, Benjamin now looks about 50. Daisy makes a surprise visit and shes about 20. She doesnt recognize Benjamin at first, but after a brief reunion, they decide to go out on a date. At dinner, Daisy talks incessantly about her passion, dancing, and Benjamin cant really get in a word edgewise. Their date ends at a romantic lake where Daisy attempts to seduce Benjamin by doing some impressive ballet moves and talking about her promiscuous life in the ballet company. Benjamin, however, refuses to sleep with Daisy and she leaves disappointed.

Benjamins father, Thomas Button, meets up with Benjamin again. Thomas Button walks with a crutch due to an infection in his foot and his health is failing. He invites Benjamin out to dinner and then shows him his button factory. He then reveals to Benjamin that he is his father and shows him pictures of their family. Benjamin has a hard time taking it all in, but eventually realizes that Thomas wants to reconcile with him before he dies. Thomas promises to leave Benjamin everything. Before Thomas dies, Benjamin takes him to the lake to watch the sunrise and both men are at peace with the past.

Benjamin later comes to New York to see Daisy in a production of Carousel. Hes moved by her dancing, but Daisy is a little startled to see him come backstage. Refusing his invitation to dinner, she invites him to come out with her dancer friends. Surrounded by young people and watching Daisy flirt with her new boyfriend, Benjamin realizes that theyre worlds apart. Disappointed, he goes back home to Queenies house. Back in todays world, the dying Daisy tells her daughter that Benjamin came to tell her that his father had just died but she was 23 and foolishly wrapped up in her own world. Daisy then shows her daughter pictures of her as a young dancer and reveals that she was the first American to be invited to dance with the Bolshoi Ballet. (You begin to understand that Daisy has held back a lot from her daughter.) Daisy remarks that even though she had many lovers in her youth, she always thought about Benjamin and felt connected to him. Meanwhile, the storm rages on outside the hospital window and the news report reveals that it is, in fact, Hurricane Katrina.

Daisy is now dancing with a ballet company in Paris. Benjamin narrates a series of events that make up a chain reaction resulting in Daisy getting hit by a taxi. A friend wires Benjamin the news about Daisy and he comes to Paris to see her. We learn that the car crushed Daisys right leg and thus ended her dancing career. Full of both angry pride and shame, Daisy tells Benjamin to leave her alone. He leaves, but as the diary reveals, Benjamin stays in Paris for a while to look out for Daisy. As her daughter reads from Benjamins diary, the modern Daisy had no idea he had stayed in Paris and begins to weep. Although he was in love with Daisy, Benjamin reveals he slept with several women while in Paris.

A few years later, Benjamin appears to be about 40 and we see him speeding on a motorcycle and wearing aviator sunglasses, a dead ringer for James Dean. Daisy, having recovered and able to walk again, visits Benjamin at Queenies house. She asks him to sleep with her and he promptly says yes. They visit the same lake Benjamin took his father to and as they watch the sunrise, Daisy promises to never indulge in self-pity again. They end up traveling together and living on the sailboat Thomas Button left his son. When they return from their travels, Queenies house is empty and the couple learn that Queenie has just died. They attend her funeral services and Benjamin sells his fathers house. He and Daisy buy a duplex and spend all their time as a young 40ish couple in their sparely furnished apartment. They make love all day and watch the Beatles on American TV for the first time.

Renewing her love for dance, Daisy has opened up a dance studio and teaches little girls. She is dancing in front of the mirror one day when her leg injury reminds her of her limitations. In spite of this, Benjamin, who is watching, clearly still loves and admires Daisy. She remarks that theyve finally met halfway in time (Benjamin is 49 and Daisy is 43), and then Daisy reveals that shes pregnant. Months later, Benjamin expresses his concern that the baby will be like him but Daisy assures him that she will love the baby even more if it is. Before they leave the diner, Benjamin sees Elizabeth on TV, celebrated as the oldest woman to swim the English Channel (shes 6 cool . Later, Daisy delivers a perfectly healthy baby girl and names it after Benjamins mother, Caroline. (According to imdb.com, the baby is actually played by Brad Pitts real daughter, Shiloh, at 10 months.)

Back to modern times, the daughter suddenly realizes from reading the diary that Benjamin is her real father. Daisy had remarried and the daughter, Caroline, had grown up thinking that her stepfather was her birth father. Visibly upset, Caroline leaves and smokes in another room before a nurse tells she cant smoke indoors. She comes back and resumes reading from the diary.

Benjamin is clearly worried about being able to care for his wife and child as he grows younger and younger. Daisy is adamantly optimistic and assures Benjamin that she can care for him and the baby, but Benjamin is not convinced. He tells her that she would be disappointed with such a life and that the baby deserves a father and not a playmate. He tells Daisy that he wants Caroline to have a real father and that he wants to leave before she can remember him. Daisy begins to worry that he is no longer attracted to her as she continues aging and he becomes more youthful. After Carolines first birthday, Benjamin sells his fathers button factory, the sailboat, the summer cottage and all his assets and leaves everything to Daisy in a safety deposit box before walking out the door. The modern day Daisy reveals to Caroline that she soon met Carolines father shortly thereafter and that Benjamin was right, she wasnt strong enough to raise the both of them alone. She doesnt know what Benjamin did during that time, but the diary reveals he did visit Daisy once more.

Now about 23 years old in appearance, Benjamin visits Daisys dance studio one night and Daisy, now about 60, is startled by his return. Benjamin is youthful and strikingly handsome while Daisy has naturally aged. He meets his teenage daughter and Daisys husband. The husband and daughter wait in the parking lot while Benjamin and Daisy talk. She explains that her husband is a widower and that Caroline has a lot of Benjamins attributes. Daisy leaves with her family but later comes to Benjamins room at night. Although clearly embarrassed by his striking youth juxtaposed with her aging body, Daisy cannot suppress her desire to be with him. Its quite obvious though, that Benjamins love for Daisy has not waned and the two make love before Daisy says goodbye one last time. The modern day Caroline remembers the visit from the mysterious stranger and then finds postcards in the diary from Benjamin addressed to Caroline on several of her birthdays. With each postcard, Benjamin expresses his regret that he wasnt there during key milestones in life, like her first day at school and her first heartache.

We then see Benjamin live out his 20s, drifting and traveling. He wanders around India and works odd jobs, often sleeping in abandoned buildings. Then one day, Daisy receives a mysterious phone call and takes a cab to Queenies house. Child Protective Services has found Benjamin, now a minor, living in an abandoned building in New Orleans. They managed to trace Daisy from all the references to her in his diary. We see that Benjamin is now a pimply 12 year old who is afraid of human contact and is showing signs of dementia. He doesnt remember Daisy but feels like he should know her. The modern day Daisy then narrates that she moved into Queenies house to care for Benjamin. We see Benjamin as a difficult seven year old showing signs of Alzheimers disease (i.e. he throws a tantrum because he doesnt remember eating breakfast). Like a loving and patient grandmother, Daisy seems to be able to calm him and she reads to him from the same childrens book her grandmother once read to her and Benjamin. In one heartbreaking scene, Benjamin regresses to a four year old and talks about having the feeling that hes lived an entire life but cant remember any of it. Another day, he ends up on the roof and Daisy talks him down. We then see him regress to a toddler and then finally an infant in elderly Daisys arms. Daisy narrates that one day, Benjamin took one last knowing look at her and then died in her arms.

Fully spent by this story, Daisy and her daughter share a sense of relief and closure that comes with the revelation of long-hidden truths. In the background, Hurricane Katrina is getting dangerously near the hospital and soon diverts Carolines attention away from her mother. Daisy looks to the window and sees a hummingbird approach and then fly away into the storm. The camera pans out to reveal hospital staff scurrying to evacuate patients and transport medical supplies. We then see a montage of some of the memorable characters from the film, ending with Benjamin himself.