A chance nocturnal meeting leads to two insomniacs striking up a friendship that forces them to confront the problems they're avoiding not only to make them sleep but ultimately to allow them the capacity to love each other.

By day, Bec supports her boyfriend Matt with his incurable illness. Matt's always had a passion for life, and his illness has only made him more determined to make the most of everyday, ticking off bucket list items and making memories whilst he can. Bec's by his side supporting him and putting on a brave face, but by night, it's a different story.

Elliot hasn't slept properly since his footballing career came to an abrupt end before it had really begun. When the marriage he'd thrown himself into in a bid to create a new plan for his life falls apart, he finds himself struggling to cope. But after dropping off a parcel at a neighbour's flat after a nighttime run, he meets Bec, who he assumes is Molly who the parcel is addressed to, and she doesn't correct him. The next time Bec sees him running she asks him if she can go with him, and a nightly routine begins, striking up a friendship.

Before long they swap running for trips to all-night cafes, and chats into the small hours. As Bec begins to question her relationship with Matt, and battles the impending mortality of his illness, she finds herself seeking comfort with Elliot, who in turn, begins to open up himself to her too. Only the longer it goes on, the more she feels like she's lying to everyone, and soon Bec must face the reality of her life and what it is she really needs to move forward and find her own happiness.