A couple has an intimate conversation in a restaurant, unaware that their every word is being closely monitored.

A bohemian painter named Artist and a guitarist named James meet at a concert and have an instant connection. They start a philosophical discussion at her apartment, but they are interrupted by strange occurrences which reveal they are no longer in reality but an ominous dream world. Both Artist and James are confronted by characters and situations from their past, and they must work together to put the memory pieces together and escape to reality, if they can.