Old millionaire Edward Cole (Jack Nicholson) has made a lot of money in the privatization of public hospitals in recent years. In order to save costs, he stipulated that the practice of "one room and two beds" in the ward was criticized, but Cole, who had a strong personality, did not care. Unexpectedly, he was soon diagnosed with cancer. Cole, who wanted to stay in a single ward, had to share a room with another patient, Old Carter (Morgan Freeman) under public pressure. Carter, an auto repair technician, is knowledgeable and has trained his three children to be talented, but at the cost of sacrificing his dream of becoming a history professor when he was young. Cole, who had been married many times but is now alone, gradually became interested in Carter, and the two old men formed a friendship in the ward. Cole accidentally discovered Carter's "bucket list", and he decided to use his own power to make those crazy ideas on paper come true one by one, to discover the true meaning of life...