Ann (Sarah Polley) is a hard working mother with two young daughters, a husband (Scott Speedman) who spends more time unemployed than working, a mother (Deborah Harry) with a history of broken dreams and a father who has spent the last ten years in jail. While other women her age are out partying, she spends her nights working as a janitor in a university she could never afford to go to in the daytime. She lives with her family in a tiny trailer in her mother's backyard. Somehow, she keeps her head above water: surviving but not "living."

After collapsing one day, she goes in for a medical check-up, where a shy doctor tells her some shocking news. She tells no one, determined to shield her daughters from the truth and at the same time to take control of her life and to make the most out of it. To Don, her eccentric co-worker Laurie, her mother and her kids, Ann chalks her weak pallor up to a case of anemia. In private, Ann makes a list of things she had always wanted to accomplish in her life but never had the time. They range from the mundane to the sublime-from changing her hairstyle and getting fake nails to finding and making love with another man.

Suddenly, Ann's life opens up, and the life force that was nascent in this 23 year-old, working-class woman blooms into a quiet yet steely determination.

Burdened with her secret but liberated by her new sense of control, Ann's emotional journey leads her to unexpected places and gives her life new meaning: the tender moments, the volatile emotions she must keep inside, the recognition that she has the power to understand, examine and fully live her own life.