This film is about a train departing Osaka Station at midnight to an unknown destination. The people on this train all have some difficulties in their lives, and they end up on this train. Hanoko is suicidal, Yuka has caught her boyfriend with another woman, Michiru is aimless, Mr. Wakabayashi has just been fired, and one other man just lost his wife. They take the train to Kazumachi, a small village. They decide to stay and enter a small world of discovery about themselves, courtesy of the inhabitants of the village, all of whom are engaging.