Dee (Rachael Harris) is a middle-aged wife and mother stuck in a boring job and a broken marriage in what feels like the frozen edge of the world: International Falls, Minnesota. A self-proclaimed comedy nerd with a secret dream of getting on stage, her only escape comes in the form of no-name touring comics performing weekly in the hotel bar where she works as a front desk clerk. This particular weekend brings Tim (Rob Huebel), a burned out headliner who is all too aware of his status as a low-level nobody telling the same hack jokes to small town slobbering drunks year after year. He's come to International Falls with no intention of leaving.

When Dee invites herself to Tim's room after his first night's show, her walls begin to crumble as she’s forced to face the realities of a life that she's become so adept at ignoring: a job she hates in a town she despises, a husband who's been cheating for years, and a dream she's never had the guts to pursue. Their one night stand stretches into the next day as each comfortably acknowledge that they're using the other for momentary comfort. Tim confesses that he's going through a divorce, has lost custody of his son and is miserable in his chosen profession. He tells Dee that that night's show will be his last as a comedian, that he's "sort of retiring", which turns out to be a sadly ominous prediction.

The line between comedy and tragedy is blurred as Dee is forced to ask the inevitable, unavoidable question that all must face: Now what?