After workaholic Kevin has a drunken one night stand with the beautiful train-wreck Madeline, he's horrified to discover that she's actually his boss' jilted ex-mistress. When she takes a bottle of sleeping pills, Kevin is forced to keep her awake... and over the course of the night the two begin to fall for each other.

A brilliant scientist falls for his wife's 14-year-old art student and, using the technology from his research, he figures out a way for them to be together.