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At 27, Adam Lerner (Joseph Gordon-Levitt) has a pretty good life. He has a great job writing for radio, a beautiful artist girlfriend (Bryce Dallas Howard) and a crazy best friend, Kyle (Seth Rogen), who makes sure things are never dull. But when Adam gets his ongoing agonizing back pain checked out, he's told he has a large tumor on his spine from a possibly fatal form of cancer.
He reluctantly tells his mother (Anjelica Huston), who freaks out. His girlfriend starts acting strangely and Kyle uses Adam's condition to lure girls into sympathy sex.
While undergoing chemo, he's assigned to a young therapist, Katherine (Anna Kendrick), and discovers he's only her third patient, which doesn't give him much confidence in her. Things just seem to go from bad to worse, until Adam starts looking at what the people around him are going through, and how much he means to them.