Two elderly men, blue-collar mechanic Carter Chambers (Morgan Freeman) and billionaire health care magnate Edward Cole (Jack Nicholson) meet for the first time in a hospital that Cole just bought after both have been diagnosed with terminal lung cancer. Cole wants a private room, but his own public statements, which state that in his hospitals, all rooms are double-occupancy for cost-efficiency, get in the way.
Carter is a gifted amateur historian and family man who wanted to become a history professor in his youth but never rose above his status as a mechanic. Cole is a four-time divorced health care tycoon and cultured loner who enjoys tormenting his personal valet/servant, Thomas (Sean Hayes) —who later reveals his name is actually Matthew. Cole enjoys drinking kopi luwak, one of the most expensive coffees in the world.
During their time on the ward, Carter and Cole manage to find common ground. For fun, Carter earlier had begun writing a “bucket list,” a list of activities to do before he “kicks the bucket.” After hearing he has less than a year to live, Carter dejectedly discards his list. Cole finds it the next morning and urges Carter to do everything on the list while also offering to finance the travel expenses for both of them. Carter agrees and, despite the protests of his wife, Virginia (Beverly Todd), the two patients begin their globetrotting last vacation. They go skydiving, drive a Shelby Mustang, fly over the North Pole, eat dinner at Chevre d’or in France, visit and praise the Taj Mahal, ride motorcycles on the Great Wall of China, attend a lion safari in Tanzania, and visit Mt. Everest in Nepal.
Atop the Great Pyramid while looking out over the neighboring pyramids of Khafre and Menkaure, they confide mutually about faith and family. Carter reveals that he has long been feeling less in love with his wife. Cole discloses that he is deeply hurt by his estrangement from his only daughter (Jennifer DeFrancisco), who disowned him after he drove away her abusive husband. Later, while in Hong Kong, Cole hires a prostitute to approach Carter, who has never been with any woman but his wife. Carter declines and realizes Cole was behind the woman’s attention, whereupon he insists they stop the bucket project and go home.
During the return journey, Carter tries to reunite Cole with Cole’s estranged daughter. Considering this a breach of trust, Cole angrily storms off. Carter returns home to his own family for a festive holiday dinner while Cole, feeling alone though amid the company of attractive escorts, breaks down weeping in his luxury high-rise suite. Carter’s family reunion turns out to be short-lived: while readying for marital romance, Carter collapses and is rushed to the hospital. The cancer has spread to his brain.
Cole, who is now in a remarkable remission, visits him and they share a few moments. Carter, always a Jeopardy! fan knowledgeable about trivia, reveals how Cole’s special Sumatra-grown kopi luwak coffee is fed to and defecated by a jungle cat before being harvested. Cole was unaware that the unique aroma of the gastric juices present after this defecation give the coffee variety its distinctive flavor. Carter then crosses off “laugh till I cry” from his bucket list and implores Cole to finish the list without him. Carter undergoes surgery but dies on the operating table.
As news of Carter’s death is given to his wife and family, Cole attempts to reconcile with his own daughter. She accepts him back into her life and introduces him to the granddaughter (Taylor Ann Thompson) he never knew he had. After greeting the little girl with a kiss on the cheek, Edward thoughtfully crosses “kiss the most beautiful girl in the world” off his bucket list. Soon after, Cole delivers a eulogy at Carter’s funeral, during which he explains that the last three months of Carter’s life were, thanks to Carter, the best three months of Cole’s own life. Cole crosses “help a complete stranger for the good” off the list.
An epilogue reveals that Cole lived to age 81, and his ashes were then taken to a peak in the Himalayas by his assistant, Matthew. As Matthew places a Chock full o’Nuts coffee can alongside another can, he crosses off the last item on the bucket list (“witness something truly majestic”) and tucks the completed list between the cans. Carter’s voiceover narration reveals that the two cans contain their ashes and that Cole would have loved this, because he was “buried on the mountain —and that was against the law”.