The movie starts in a nursing home with Duke reading to an older woman, whose memory is slipping from her more and more everyday. Duke reads the story of two lovers who meet in the south at a carnival. Allie was 17. A city girl from money, and Noah was a country boy. The two spend the whole summer together but Allie is forced to move and go to college although she was willing to give it up for Noah. Noah writes Allie 365 letters and she never gets them. So he restores the house him and ALlie went to one night out of 'labor of love'. Seven years pass and Allie meets and falls in love with a wealthy soldier Lon. When seeing Noah's picture in the paper, Allie is drawn back to him. They spent a few days together and she doesn't want to leave. Allie has to chose between her fiancé and Noah.

Ryan Gosling built the kitchen table featured in the movie in preparation for his role as Noah.

Young Noah:
Will you go out with me?


Young Allie:
What? No.


Young Noah:
No...?


Young Allie:
No.


Young Noah:
Why not?


Young Allie:
I dunno, because I don't want to.


Young Noah:
OK, then you leave me no other choice.


Young Allie:
AHHHH


Young Noah:
I'm gonna ask you one more time, will you or will you not go out with me? I think my hand's slipping.


Young Allie:
OK, OK. Fine I'll go out with you


Young Noah:
No, don't do me any favors.


Young Allie:
No, no I want to.


Young Noah:
Say it.


Young Allie:
I wanna go out with you.


Young Noah:
Say it again.


Young Allie:
I WANNA GO OUT WITH YOU!


Young Noah:
All right, all right we'll go out.

Factual errors: The film Li'l Abner (1940) was not in theaters during the summer of 1940. RKO did not release the picture until 1 November of that year.

(1937)
Music by Sammy Fain
Lyrics by Irving Kahal