The unnamed main character (Wiley Wiggens) is in the state of a lucid dream. Though he is traveling through most of it, he doesn't seem to be going anywhere in particular. He runs into bizarre characters who tell him about their perceptions on life, dreams, and the world around them. The movie jumps back and forth between the main character's journey and other people conversing about the same matters. An example is a couple (Ethan Hawke and Julie Delpy) lying in bed talking about what their perception of life might be at the moment of death. Other topics of concern are dreaming, time, evolution, reality, reincarnation, death, existence, religion, and life's worth.