Michelle Miller is a chronic sleepwalker. She and her husband Dan Miller are trying to have their first child after she had a miscarriage the year before. One night she sleepwalks into the bedroom of her neighbor Luke Williams while his wife Nancy is out of town. They have sex; she is unaware of this but he not only knows about it but falls madly in love with Michelle...

A painter struggling for inspiration finds an unexpected muse after he accepts a teaching position in a small town and becomes the caregiver to Eddie, a seemingly docile art student with a rare sleepwalking condition.