In 2005, as hurricane Katrina bears down on New Orleans, Caroline Williams sits in a hospital room with her elderly mother, Daisy Fuller, who is near death. Although anxious over her mother's condition, Caroline is startled when Daisy abruptly relates the tale of a renowned blind watchmaker, Monsieur Gateau, and his Creole wife, Blanche Devereux, who, in 1917, see their son Martin off to the First World War: Gateau labors many months on an enormous clock which, after news of Martin’s death, the watchmaker presents to the newly opened Canal Street train station. At the great clock’s unveiling, attended by former president Theodore Roosevelt, guests are surprised to see that the clock runs backwards. Gateau explains that the reverse movement represents his longing that they might turn back time to recover all the young lives lost during the great war. While Caroline wonders if her mother has begun hallucinating, Daisy directs her to retrieve an old diary from her suitcase and asks her daughter to read it to her. Puzzled, Caroline opens the book and finds that it begins with a will, dated April 1985, for Benjamin Button who declares that he has nothing to pass on but his life story: On Armistice Day in November 1918, Thomas Button fights his way through celebrating crowds to find his wife Caroline dying at home after giving birth to a son. Upon seeing his newborn infant, Thomas responds with revulsion and, snatching the baby, runs to the canal with the intent of drowning the child. Frightened by a policeman, Thomas wanders the streets, then finally places the baby on the steps of a retirement home. Moments later, African American proprietor Queenie and her beau, Tizzy Weathers, stumble across the baby who, the startled couple finds, has the wizened body of an old man. Upon examination by a doctor later, the baby is given little chance to survive as he suffers from a variety of ailments common-place to the elderly. Undaunted, Queenie, who has never been able to conceive, decides to keep the baby, whom she christens Benjamin. Surviving infancy against the odds, Benjamin spends his early years in a wheelchair due to his age related infirmities. Unaware that he is a child, Benjamin is content to be among the elderly residents of the home, despite the constancy of death around him. When Benjamin is seven, Queenie and Tizzy take him to a revivalist meeting where, under enthusiastic admonitions from the preacher, Benjamin takes a few steps. Later, as Benjamin becomes proficient walking with a double set of canes, he meets Tizzy’s Pygmy friend, Mr. Ngunda Oti, who impresses him with stories about his nomadic life. In 1930, just after Benjamin turns twelve, resident Grandma Fuller introduces him to her seven-year-old granddaughter, Daisy who is fascinated by the peculiar old-young Benjamin. Smitten by Daisy’s dark red hair and bright blue eyes, Benjamin quickly make friends with her, but when the pair are discovered one night playing “secrets,” Grandma Fuller sends Daisy away, and scolds the confused Benjamin. A little later, Queenie proudly announces that she and Tizzy are going to have a baby, whose birth, Benjamin admits, changes his home life. Benjamin's new loneliness is softened by a friendship with incoming resident Mrs. Maple, who teaches him to play the piano. At fifteen, Benjamin realizes that his body is gradually getting younger and healthier. One afternoon, Benjamin accompanies resident Mr. Daws, who repeatedly claims to have been struck by lightening seven times, to Poverty Point harbor where they meet tug boat owner Captain Mike Clark. Believing Benjamin to be an old man, Mike playfully takes him to a brothel where Benjamin spends an enthusiastic evening. Walking home later, Benjamin meets a stranger, who, unknown to him, is his father. Thomas invites him for a drink, tells him about owning a button factory and asks if he might visit him on occasion. Soon after, Daisy resumes visiting Grandma Fuller on weekends and renews her acquaintance with Benjamin. One evening, Benjamin confides in Mrs. Maple his suspicion that he is growing younger, and she reflects that it will be difficult for Benjamin to see everyone he loves grow old and die without him. When Benjamin is taken aback, Mrs. Maple assures him that people must lose loved ones to realize their importance. In early 1936, now seventeen-year-old Benjamin signs on with Mike and his refitted boat, the Chelsea . Before he departs, Daisy tells Benjamin to write to her from all his ports-of-call. In the present, Caroline, who has been skeptical of the odd tale, finds a box in Daisy’s suitcase that holds a packet of postcards from Benjamin to Daisy from various ports throughout the world. Startled, Caroline resumes reading with more interest: During Benjamin’s years at sea, Daisy writes to him regularly, relaying her growing love of dance and eventual acceptance into a prestigious New York dance academy. While working in the northern Russian port of Murmansk one winter, the crew of the Chelsea lives in the Winter Palace hotel where Benjamin becomes intrigued by an edgy English woman, Elizabeth Abbott, whose husband Walter is the British chief trade minister and a spy. Accidentally encountering each other in the hotel lobby late one night, Benjamin and Elizabeth strike up a tentative conversation and over the next several nights meet to talk and drink tea until dawn. One evening Elizabeth introduces Benjamin to caviar and vodka and confides that at nineteen, she attempted to swim the English Channel. After failing, she never tried again, and regrets wasting her life. Soon, Benjamin and Elizabeth begin a passionate, secret affair, and Benjamin writes to Daisy that he has fallen in love. The day before America declares war on Japan, Elizabeth and Walter depart without warning or farewell. Learning that the Chelsea has been commissioned as a salvage and rescue ship for the U. S. Navy, Benjamin decides to stay on as cook. Throughout the war, Benjamin and the Chelsea ’s crew see no battles, only retrieve its wreckage. One night, the Chelsea is the first salvage boat to reach a transport ship destroyed by a submarine torpedo. When the submarine surfaces and opens fire upon the Chelsea , Mike boldly rams the craft, but his boat is demolished and he dies in Benjamin’s arms. Benjamin and one other survivor are rescued, then in May 1945, the twenty-six year old Benjamin returns home to New Orleans. Reunited with Queenie, Benjamin learns with sadness that Tizzy has died. Soon after, Daisy comes back to New Orleans and is amazed but delighted to find the physical changes in Benjamin. Although the couple shares a pleasant dinner, Benjamin is uneasy with Daisy’s casual attempt to seduce him afterward and explains that the moment is not right. After Daisy returns to New York, Benjamin receives another visit from Thomas, who confesses that he is Benjamin’s father. Apologizing for abandoning him, Thomas, who is sickly and dying, tells Benjamin about his mother Caroline and promises to leave Benjamin his house and factory. Greatly disheartened by the revelation, Benjamin returns to Queenie’s, but later, recalling advice from Mike, returns and forgives his father. After Thomas dies, Benjamin travels to New York to see Daisy, but quickly feels out of place with her and her dance co-workers, and quickly departs. In the present, Daisy confesses to Caroline that, at twenty-three, she was absorbed in her career and could not care for Benjamin. Daisy then gives Caroline photos chronicling her dance career which, Caroline is amazed to learn, included Daisy’s selection as the only American asked to dance with the Bolshoi Ballet. As the storm continues to rage, Caroline resumes reading the diary: Having continued to grow physically younger, the solitary Benjamin continues as handyman at the home for some years. Then a telegram from a friend summons him to Paris where Daisy has been struck by a car. Bitter that her crushed leg has abruptly ended her career, Daisy refuses Benjamin’s offer to take her home and sends him away. Back in New Orleans, Benjamin teaches himself to sail his father’s boat, the Button Up , and has several inconsequential romances. In 1962, Daisy returns to New Orleans and, upon reuniting with Benjamin, the couple realizes that, at nearly the same age emotionally and physically, they finally are romantically ready for each other. When Daisy joins Benjamin on an extended cruise on the Button Up down the Gulf and to Florida, Benjamin sadly reflects that, although he is happy, nothing ever lasts. Back at the retirement home in New Orleans some weeks later, Benjamin and Daisy learn that Queenie has died. Benjamin then sells his father’s house and purchases a duplex for himself and Daisy. The couple spend the next few years happily, and although Daisy briefly indulges in self-pity over aging, she recovers and opens a dance school for children. When Daisy becomes pregnant at age forty-three, Benjamin frets that the child might inherit his unique affliction, as well as the fact that he can never be a proper parent as he continues to grow younger. Soon after, Benjamin is briefly cheered when he hears a news report that the now sixty-two-year-old Elizabeth has become the oldest woman to swim the English Channel. Although Daisy goes into labor prematurely, she gives birth to a healthy daughter. In the present, as Caroline reads that they named the baby after Benjamin’s mother, she realizes with shock that Benjamin is her father. Distressed, Caroline resumes reading the diary: When their daughter is barely a year old, Benjamin insists that Daisy cannot raise them both, but Daisy remains certain they will manage together. Unconvinced, Benjamin secretly sells the summer house, the button factory and the sail boat and, leaving all the money to Daisy and Caroline, slips away one night. In the present, an angry Caroline demands to know where Benjamin went, but Daisy confesses that she does not know. In the diary, Caroline is touched to find several post cards addressed to her on her birthdays from age two to thirteen, written by Benjamin, who apologizes for not being with her. A letter to Caroline describes Benjamin’s subsequent itinerant lif. It also expresses his wish that she might have a life of which she is proud and, if not, that she have the courage to start again. Caroline returns to the diary's last pages: When Caroline is twelve, Benjamin, yearning to see his daughter once more, visits Daisy’s dance studio one night. Astonished by his youthful appearance, the now fifty-five-year-old Daisy, who has married a widower whom Caroline believes is her father, tells Benjamin that he was correct to leave them when he did. Later that night, Daisy goes to Benjamin’s hotel where they spend one last night together. After Caroline finishes the diary, Daisy relates that some years after that last encounter, she was summoned by child welfare to the retirement home where a twelve-year-old Benjamin has all the symptoms of dementia and does not recognize her. Now a widow, Daisy gradually assumes care of Benjamin and eventually moves into the home to care for him as he becomes a child, then a toddler and, finally, an infant. In 2002, the old Gateau clock is replaced with a sophisticated timepiece, and one evening the following spring, as Daisy cradles the baby Benjamin, he looks at her with seeming recognition, then dies. After Caroline sadly wishes she could have known Benjamin, a nurse calls her away to discuss the hurricane’s progress. Freed of her burden of passing on Benjamin’s legacy to his daughter, Daisy bids good-night to Benjamin and dies.