Director Jonas Mekas travels through New York nights, through apartments, studios, backstage rooms, galleries, bars, and clubs. Encountering old acquaintances like Ken and Flo Jacobs, Yoko Ono, friends, brothers and sisters, sons and daughters. Mr. Mekas begins the film with the words 'I can't sleep.' Who hasn't been in this situation? Sleepy and yet wide awake at the same time, you find yourself in the world of those exhausted from the day's exertions, the drunk, the relaxed, the dancing, the brooding, the mourning, and the pensive.

Student Claire lives with her mother, Anne, and Sebastien — a young man Claire brought home out of pity who is now trying to seduce them both. At school, Claire meets Gregoire, who loans her a book by philosopher Soren Kierkegaard that makes the reader attracted to whoever gave it to them. Smitten with Gregoire, Claire passes the book on to her therapist, who then falls in love with her.

Ninon is a spirited hotel-manager who teaches self-defense classes to her terrified eldery neighbors. Daiga, an aspiring Lithuanian actress newly arrived to Paris, becomes fascinated with the life of a mysteriously beautiful drag performer.