|Jack Nicholson||Edward Cole|
|Morgan Freeman||Carter Chambers|
|Rob Morrow||Dr. Hollins|
Billionaire Edward Cole and car mechanic Carter Chambers 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.