Carter Chambers (Morgan Freeman), a blue collar mechanic, is informed that he is suffering from lung cancer, and is rushed to hospital. While receiving treatment, he strikes up an unlikely friendship with Edward Cole (Jack Nicholson), who, as it transpires, is the multimillionaire owner of the hospital. The pair grow closer in their ward, and vow to help each other through their final months, when they are informed that they have under a year to live. Trying to cheer himself up, Chambers writes a 'bucket list', a list of things he'd like to see or accomplish before he 'kicks the bucket'. He has no real intention of doing anything on the list, until Cole discovers it and convinces his new friend to travel the world with him, doing as much as they can before the inevitable.