Jim (Alun Armstrong) is a Latin teacher who is retiring after a long career at the same public school he attended as a boy.
Ray also feels lonely and unfulfilled, and the terminal illness of his friend Billy (Karl Johnson) has made him face his own mortality.
Although Jim is sexually inexperienced and Ray has lived a lifetime as a heterosexual, their friendship eventually develops into a romantic relationship.
The film was made as part of BBC Two's The Time of Your Life season, which featured programs focusing on people over 50.
"[2] Actor Alun Armstrong said he had some reservations about filming the love scene between Jim and Ray "because the taboos are so ingrained in us...
[5] The Independent observed When I'm 64 challenged TV conventions by depicting older people in a sexual relationship,[6] while Nancy Banks-Smith of The Guardian found it "touching" and said the dialogue was "strikingly true to life.