Billionaire Edward Cole (Jack Nicholson) and car mechanic Carter Chambers (Morgan Freeman) are complete strangers, until fate lands them in the same hospital room. The men find they have two things in common: a need to come to terms with who they are and what they have done with their lives, and a desire to complete a list of things they want to see and do before they die. Against their doctor's advice, the men leave the hospital and set out on the adventure of a lifetime.