Working the night shift as a toll collector on a lonely stretch of highway in Buffalo, New York, Henry (Keanu Reeves) is a man seemingly without ambition, dreams or purpose; a man sleepwalking his way through life. He gets his wakeup call early one morning when he becomes an unwitting participant in an ill-conceived bank heist.

Rather than give up the names of the real culprits, Henry takes the fall and goes to jail. There, he meets the irrepressible Max (James Caan), a con man who’s grown far too comfortable with the familiarity and security of his 'idyllic' life behind bars, but one who also helps plant an idea in Henry’s mind which will change his life forever: for a man to find his purpose, he must first have a dream.