After the PTA of a conservative high school in Indiana bans same-sex couples from attending the annual prom, a gang of flamboyant Broadway stars try to boost their image by showing up to support two lesbian students.

Jane Fisher is a playwright with one night left to write a new script. It is already past midnight when she finally gets an idea - a cast of actors, abandoned by their director. Driven by fear of unemployment and misery, the actors decide to create a show of their own. Slowly, they grow empowered as they realize the potential their show has to tell the stories they've always longed to reveal. But everyone, as it turns out, has their price. As the clock ticks for Jane and her characters, she realizes that her characters aren't the only ones who have some tough decisions to face.

Hugh and Erwin were strangers when a chance encounter changed both of their lives over the course of 10 minutes. Hugh's skeptical sarcasm toward Erwin's peculiar fascination with quantum theory turns dead serious when Erwin provides answers to Hugh's inexplicable life.