Edward Cole (JACK NICHOLSON) is a successful businessman whose practical approach at privatizing and then running hospitals has made him fabulously rich. Yet, he comes to regret his steadfast and no-exceptions "two beds and two patients per room" rule when he ends up hospitalized due to a serious illness. It's a point repeated with more than a touch of irony by his long-suffering but highly efficient personal assistant, Thomas (SEAN HAYES), when Edward ends up sharing a room with auto mechanic and trivia expert Carter Chambers (MORGAN FREEMAN).
He's also been hospitalized due to a life-threatening illness, a development not lost on his wife of many decades, Virginia (BEVERLY TODD). Carter is amused by Edward's tantrums and antisocial behavior, but the two soon become fast friends due to sharing similar medical experiences. Thus, when both receive news that they only have months to live, Edward tries to convince Carter that he should not only resurrect his previously discarded "bucket list" -- things you'd do before "kicking the bucket" -- but also expand upon it so that they go out with a bang rather than a whimper.
From that point on, and as they travel around the world and experience things they've always wanted to do, they must contend not only with their respective illness and pending mortality, but also other matters in their lives, all as they attempt to accomplish everything on their collective bucket list.