John Murdoch wakes in a hotel bathtub with no memory, a dead woman in the next room, and detectives closing in for murders he can't remember committing. As he runs through a city where it is always midnight, he begins noticing what no one else does: at 12:00 exactly, the entire population falls asleep, the buildings physically rearrange themselves — and pale men in long coats move among the sleepers, injecting new memories into new lives.