The adult lives of three old schoolmates intertwine and fall apart together. Bill (Dylan Baker) is a lonely night shift custodian in an office building. He spends his days trying to sleep and listening to a self-help tape that supposedly teaches lucid dreaming. Gary (Timothy Hutton) is a business professional working in the same building. Gary is cheery but hollow, an effect of the midlife crisis wreaking havoc on his loveless marriage to Karen (Sharon Stone). Karen is a white-collar worker who is convinced she is losing her looks and finds shoplifting to be the thrill she needs. The two meet at night, after Gary has fallen asleep at his desk yet again. Even though Gary once bullied Bill in school, he is so excited to see him that he suggests they get together with another classmate, Travis (Pruitt Taylor Vince), who he hadn’t heard from since some sort of accident four years earlier. When they do meet, they find out that their lives are not what they hoped they would be and things continue to fall apart.