In a lonely night, at an unnamed town, Charlotte sits in a diner after a long drive from the middle of-nowhere. As she drinks her cup of stale coffee and reminisces about her journey, the door suddenly opens, and in come her ex girlfriend, Cleo, with a new male lover. As the night and Cleo's reluctance to acknowledge Charlotte linger on, Charlotte re-lives the memories of their relationship, remembering the great times that once were and could have become. Through this process, Charlotte discovers that though their relationship no longer exists, the love and intimate experiences they shared together will always leave a lasting impression in her and Cleo's memory.