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Shy, neurotic Terry (David Arquette) spends his days spying on neighbors through binoculars. One night, he decides to jump off a bridge but can't bring himself to end it all. Nick (Brad Hunt), a cocky artist with a terminal disease, arrives on the scene, and they make a pact. If Terry helps Nick live out his fantasies in his final days, Nick will pay him back by killing him. The two head out on a road trip, where they drop acid, bowl naked, open old wounds and live life on the edge.