Dee is a middle-aged wife and mom stuck in a boring job and a broken marriage in International Falls, Minnesota. A comedy nerd with a secret dream of getting on stage, her only escape comes in the form of no-name touring comics performing in the hotel where she works. This weekend brings Tim, a burned-out headliner who is all too aware of his status as a low-level nobody. When Dee invites herself to Timâ€™s room her walls begin to crumble as sheâ€™s forced to face the realities of a life that sheâ€™s become adept at ignoring: a husband whoâ€™s been cheating for years, and a dream sheâ€™s never had the guts to pursue. Their one night stand stretches into the next day as each acknowledge that theyâ€™re using the other for momentary comfort. Tim confesses that heâ€™s going through a divorce, has lost custody of his son and that the show that night will be his last as a comedian. The line between comedy and tragedy is blurred as Dee is forced to ask the inevitable question that all must face: Now what?