When Henry Griffin learns that his cancer is terminal, he commits himself to living his remaining life to the fullest by quitting his job, moving to Greenwich Village, and working on a novel. While sitting in on a NYU psychology class, Griffin meets Sarah Phoenix, a woman who will deeply affect his remaining days. With Phoenix as his side, Griffin experiences all the things he has always wanted to do like sneaking into movies, hopping railroad cars, and above all, falling deeply in love. When Phoenix reveals that she also is dying, they recognize together their relationship is a last chance for them both to discover all that life and love can be, however long there may be left.