Although the film does not have a linear plot, a structure exists, telling the same story from three different perspectives. At the beginning, Soderbergh speaks to the audience in a style meant to evoke Cecil B. DeMille's introduction to The Ten Commandments. Fletcher Munson is an office employee working under Theodore Azimuth Schwitters, the leader of a self-help company known as Eventualism. The first part of the film is seen from Fletcher's perspective, seeing the underlying meaning in everything. He pays more attention to meaning, rather than what is said. He shows less and less attention to other people, to the point where he comes home and communicates with his wife by describing what they are saying. When Fletcher's co-worker Lester Richards dies, Fletcher takes his job as speechwriter. His personal life suffers because of this. He becomes more detached from his wife, who copes by having an affair. Meanwhile, Elmo Oxygen, an exterminator, goes from house to house, bedding the housewives who work for Schwitters. In each house he takes pictures of his genitals using cameras he finds. Elmo and the women speak in a nonsensical code. Fletcher's key will not work in his car door. He looks around to find that his actual car (parked two spots away) is an exact match for the one he is trying to get into. He goes to enter his car when he sees a man who is his exact double get into the car he just tried to enter. Fletcher follows his doppelgänger home, closes his eyes, and becomes him. Next we follow Fletcher's doppelgänger, Dr. Jeffrey Korchek, a dentist. He always wears a jogging suit. He is also a fan of Muzak, and is the mystery man that Fletcher's wife has been sleeping with. Korchek suggests she leave Fletcher for him. The next day, Korchek has breakfast with his heroin -addicted brother, who asks to stay with Korchek and for money. Korchek says that his brother should not be dealing with drug dealers and that he can get him drugs. Korchek goes to work, where he meets Attractive Woman Number 2, Mrs. Munson's doppelgänger. Korchek falls instantly in love and writes her a letter professing such. He leaves the note and goes home, where he sees a car in the driveway. It is Mrs. Munson, who has left Fletcher. Korchek admits that he has fallen in love with someone else. Mrs. Munson is upset and leaves. The next day Korchek gets to work and is confronted by a man who says "Your brother, eight hours, fifteen thousand dollars." Almost all of his dialog consists of these three commands. Korchek goes into the office and finds a letter from a law firm representing Attractive Woman Number 2, who is filing a sexual harassment suit against him. He discovers that his brother has stolen all of his money. Korchek leaves work. Korchek is shot dead. A couple following Elmo approach him, to convince him to stop playing his role in the film, in order to become a star in an action show. Unlike the rest of the film, Elmo's storyline moves forward in time. Finally we see the perspective of Mrs. Munson. We move through the storyline, seeing her experiences with Fletcher and Dr. Korchek and being a mom. The events are the same but Fletcher and Korchek speak foreign languages, similar to the "generic greetings" from earlier. Once Mrs. Munson leaves Korchek, she reconciles with Fletcher and they go home. Fletcher finishes Schwitters' speech. Schwitters mounts the podium and gives the oration. After Schwitters acknowledges the applause with a "Thank you," Elmo bursts in and shoots him in the shoulder. Schwitters survives and Elmo is arrested and interrogated. In a shopping mall Fletcher narrates events from the rest of his life. Then, Soderbergh returns in front of a blank movie screen and asks if there are any questions. After offering several responses he walks offstage as the camera pulls back to reveal he's been talking to an empty auditorium. A man clad only in a black T-shirt appears at the beginning and conclusion of the film, being chased by men in white coats through a field. In the beginning, the T-shirt sports the title of the film; later, it says "The End." The film has no beginning or end credits, although the fictitious persons and copyright disclaimers flash for a millisecond to conclude the film.

Harris K. Telemacher is a television weatherman living in Los Angeles. He is in a dead-end relationship with his social-climbing girlfriend Trudi and feels his job requires him to be undignified and unintellectual, though he holds a Ph.D. in arts and humanities. He wants to find meaning and magic in his life, having grown increasingly weary of what he sees as the rather shallow and superficial city of L.A., from overly pretentious coffee orders to bizarre shooting etiquette rules on the freeway. Furthermore, he spends his time roller-skating through art galleries with his friend Ariel, offering eccentric art reviews to acquaintances, remixing Shakespeare a lot, and otherwise seeking to escape his ordinary life. At a luncheon with friends, Harris meets Sara, a journalist from London, with whom he immediately becomes infatuated. Driving home that night, his car breaks down on the freeway. He notices that a freeway traffic condition sign seems to be displaying messages intended solely for him. It offers him cryptic advice on his love life throughout the movie. Harris begins to fall for Sara, but she is conflicted because she has pledged to reconcile with her ex-husband, Roland. Feeling that a relationship with Sara is unlikely, Harris begins dating SanDeE*, a ditzy aspiring spokesmodel, whom he meets at a clothing store. After his first date with her, Harris discovers Trudi has been cheating on him (with his agent) for three years. This leads him to pursue his romantic interest in Sara, which is complicated by his new relationship with SanDeE* and by Sara's feeling of obligation to Roland. As the movie concludes, Harris has successfully wooed Sara – with encouragement and advice from the freeway sign.

Helen Quilley is sacked from her public relations firm. As she leaves the office building, she drops an earring in the lift, and a man picks it up for her. She rushes downstairs to the London Underground, when a young girl slightly delays her, and the sliding doors shut before she can board the train. Time seems to rewind, and restart, but this time, the girl's mother pulls her child out of Helen's path downstairs, and Helen forces open the nearly closed sliding doors to board the train. Two different versions of Helen continue on with their lives, alternating between two diverging stories. Helen, who boards the train, sits beside James, the man who had picked up her earring in the lift, and they strike up a conversation that cheers her up. She gets home to catch her boyfriend, Gerry, in bed with his American ex-girlfriend, Lydia. Helen leaves him and moves in with her friend Anna. At Anna's suggestion, Helen cuts her hair short and dyes it blonde to make a fresh start. James befriends Helen and she begins to move on from Gerry as he cheers her up and encourages her to start her own small PR firm. They fall in love, despite her reservations about beginning another relationship so soon after her ugly breakup with Gerry. Eventually, Helen discovers that she is pregnant by James. She goes to see him at his office and is stunned to learn from James's secretary that he is married. Having discovered that Helen has learned he is married, James searches frantically for her before finding her on a bridge and explaining that while he is married, he is separated and will soon be divorced, and that he and his wife maintain the appearance of a happy marriage for the sake of his sick mother. After she and James reconcile and declare their love, Helen walks into the road and is hit by a van. Helen, who missed the train, is further delayed by an attempted mugging, which leads to a hospital visit where the cut to her forehead is treated. She arrives home after Lydia has left, and remains oblivious to Gerry's infidelity. Unable to find another PR position, she takes two part-time jobs to pay the bills to support Gerry, who is unemployed and struggling to finish his novel. Gerry continues to juggle the two women in his life, and Helen gradually becomes suspicious. She discovers she is pregnant but does not tell Gerry. Lydia soon realizes Gerry will never leave Helen for her and angrily breaks things off with him, to Gerry's relief. Lydia also realizes she is pregnant by Gerry and summons Helen under the guise of a job interview, but instead reveals the affair and her pregnancy to Helen. Distraught, Helen flees and falls down the stairs. In both timelines, Helen is taken to the hospital and loses her baby. Helen who boarded the train, succumbs to severe injuries and dies with James at her bedside, expressing his gratitude at meeting her on the train. Helen who missed the train recovers and tells Gerry to leave for good. James, who is visiting his mother, picks up Helen's dropped earring in the hospital lift, encouraging her to "Cheer up. You know what the Monty Python boys say..." (the same joke he told Helen in the other timeline), but this time, Helen preempts James, correctly quoting the punch line, " No-one expects the Spanish Inquisition." They turn and gaze at each other.

Draenor, homeworld to the orcs, is being torn apart by a force known as fel magic. Orc warlock Gul'dan unites the orc clans into the Horde, and creates a portal to another world, Azeroth, by using fel magic to drain the life out of captive draenei. Gul'dan leads a small warband through the portal to capture and sacrifice prisoners on Azeroth to bring the Horde. Durotan, chieftain of the Frostwolf Clan, his pregnant mate Draka, and his friend Orgrim Doomhammer join this initial warband. On Azeroth, Draka goes into labor, and Gul'dan rescues Go'el, the dying baby, by draining the life out of a deer to revive and infuse him with fel magic. The orcs raid settlements throughout Azeroth. Anduin Lothar, commander of the human forces of Stormwind Kingdom, finds trespassing mage Khadgar investigating the bodies of the slain men. Khadgar notices the bodies contain traces of fel magic. Stormwind's king, Llane Wrynn, sends them to the stronghold Karazhan to inform Medivh, the Guardian of Tirisfal, of the fel magic's presence on Azeroth. Lothar, Khadgar, and Medivh join a scouting team following traces of fel magic, but are ambushed by orcs. Medivh uses a spell to kill the fel-corrupted orcs, leaving the Horde's warchief, Blackhand, to flee along with Durotan and Orgrim. The team takes a half-orc slave, Garona, as prisoner, but Llane releases her in exchange for loyalty to Stormwind. Garona leads the humans to spy on the orc camp, where they learn of Gul'dan's plan to bring the Horde to Azeroth. While studying a book found in Medivh's library, Khadgar realizes that Gul'dan had help from someone in Azeroth opening the portal. Despite Orgrim's objections, Durotan meets with Llane secretly to unite the Frostwolf Clan and the humans against Gul'dan, but the group is ambushed by Blackhand. Medivh forms a magical barrier to protect the humans' retreat, but Lothar's son Callan is separated from the group and killed by Blackhand. Medivh is weakened, and Garona and Khadgar take him back to Karazhan to recover. Khadgar eventually realizes that Medivh is the one who helped Gul'dan, having been corrupted by fel magic. At the orc camp, Blackhand purges the Frostwolf Clan. Orgrim helps Draka to escape. After sending Go'el down a river in a basket, Draka is found and killed. Durotan challenges Gul'dan to Mak'gora, a duel to the death for leadership of the orcs. During the fight, Gul'dan violates the honorable combat rules by draining the life out of Durotan with magic, killing him and earning the disapproval of the orcs watching. He then empowers Blackhand with the same magic. Medivh, now in a half-demonic state, starts to open the portal to Draenor, and Gul'dan begins sacrificing the captured humans to allow the rest of the Horde to enter Azeroth. Llane leads the human army in an assault on the orc camp, while Lothar and Khadgar fight Medivh and destroy the demon that began to manifest on the outside. Medivh is mortally wounded, and uses the last of his strength to close the portal to Draenor. He then opens a portal to Stormwind, allowing Llane to evacuate most of the freed prisoners. Medivh dies and the portal closes, leaving Llane, Garona, and a small number of human soldiers to fight the orcs. Llane secretly orders Garona to kill him, bringing her honor among the orcs and putting her in a position of power to bring peace between the two races. Garona reluctantly does so and is welcomed into the Horde by Gul'dan. Lothar arrives to retrieve King Llane's body, but is confronted by Blackhand, who challenges Lothar to Mak'gora, with Lothar defeating and killing him, avenging Callan's death. Against Gul'dan's demands, the orcs, bound by tradition, allow Lothar to depart with Llane's body. During Llane's funeral, the leaders of the other human nations, along with the high elves and dwarves, proclaim an alliance against the orcs and support Lothar as the leader of the Alliance. Elsewhere, Orgrim takes one of Durotan's tusks to one day give to Go'el. The basket containing Go'el is found by a human.

Centuries ago in the Middle East, the Brotherhood of Sleep—a secret order of the Catholic Church—discovered a massive cylinder containing a swirling green liquid. Hidden even from the Vatican, the relic was eventually moved to Los Angeles and guarded in secrecy. In the present day, the last surviving member of the order dies before warning the cardinal that "the sleeper awakens." A Catholic priest sent to examine his belongings recovers a key that leads him to the cylinder, concealed beneath Saint Goddard's monastery. The priest enlists quantum physicist Professor Howard Birack to analyze the cylinder. Birack brings along his students: wise-cracking Walter Fong, demure Kelly, the highly-strung Susan Cabot, laid-back Mullins, and lovers Brian Marsh and Catherine Danforth, as well as scientists Calder, Lisa, Etchinson, Lomax, Wyndham, and Dr. Paul Leahy. The priest explains that the liquid's influence is growing and begs Birack to provide scientific proof of its nature to the public before it escapes. Soon after the team arrives, the monastery becomes encircled by increasingly hostile homeless people. Their analysis reveals that the cylinder is at least seven million years old, can only be opened from within, and contains a substance that is prebiotic yet evolving with intent, instead of decaying. Translating the Brotherhood's ancient texts, Catherine finds references to advanced mathematics predating their known discovery, while Lisa uncovers claims that the cylinder holds Satan, the son of an ancient god who was banished to the dark side. The texts describe Jesus Christ as an extraterrestrial who tried to warn humanity of the cylinder's threat but was executed by those who deemed him insane and too powerful. Birack theorizes that Satan's father may be the Anti-God, an even more powerful being trapped in a parallel realm of anti-matter. The liquid begins to exert its influence beyond its container, spraying into Susan's mouth and possessing her. She in turn infects or kills other members of the team, while anyone who tries to leave is slaughtered by the enthralled homeless. The survivors realize that, since their arrival, they have experienced a shared dream of a shadowy figure emerging from the monastery. Brian surmises that the dreams are a warning sent from the future using tachyons. Meanwhile, the remaining liquid enters Kelly, transforming her into a monstrous vessel for Satan. Displaying telekinesis and rapid regeneration, Satan attempts to free the Anti-God by reaching through a handheld mirror, but it is too small and the effort fails. The possessed attack the survivors, while Satan locates a larger mirror, and reaches through, clasping the Anti-God's clawed hand. The priest attacks with an axe, but Satan instantly regenerates and resumes the summoning. Realizing the danger, Catherine tackles Satan into the portal, sacrificing herself. The priest shatters the mirror, sealing Satan, the Anti-God, and, to Brian's horror, Catherine on the other side. Instantly, the possessed die as the liquid evaporates, and the homeless disperse. Brian, Walter, Birack, and the priest are rescued as emergency crews arrive. Later, Brian dreams once more, this time seeing Catherine as the dark figure emerging from the church. He awakens to find her disfigured body beside him, only to realize it was another nightmare. Shaken, he approaches his mirror, hesitantly reaching out toward its surface.

Helena Campbell works alongside her parents Joanne and Morris at their family circus, but desires to join real life. At the next performance, after a heated argument between mother and daughter, Joanne collapses and is taken to the hospital. While Helena stays with her grandmother, she learns that her mother requires an operation, and Helena can only blame herself for the situation. That night, Helena wakes in a dream-like state and leaves her building to find a trio of performers outside. As they perform for her, a shadow encroaches on the area and two of the performers are consumed by it. The third, a juggler named Valentine, helps to quickly direct Helena to safety via magical flying books. She learns they are in the City of Light, slowly being consumed by shadows, causing its widely varied citizens to flee. Soon, Helena is mistaken for the Princess. She and Valentine are taken to the Prime Minister. He explains that the Princess from the Land of Shadows stole a charm from the White City, leaving their Queen of Light in a state of unnatural sleep and the City vulnerable to the Shadows. Helena notes the resemblance of the Queen and Minister to her mother and father, and offers to help recover the charm along with Valentine. They are unaware their actions are being watched by the Queen of Shadows, who has mistaken Helena for her daughter. As they strive to stay ahead of the shadows, Helena and Valentine follow clues to the charm, called the "MirrorMask". Helena discovers that by looking through the windows of the buildings, she can see into her bedroom in the real world, through the drawings of windows that she created and hung on the wall of her room. She discovers that a doppelgänger is living there, behaving radically differently from her. The doppelgänger soon becomes aware of her presence in the drawings and begins to destroy them, causing parts of the fantasy world to collapse. Valentine betrays Helena to the Queen of Shadows in exchange for a large reward of jewels. The Queen's servants brainwash Helena into believing that she is the Princess of Shadows. Valentine has a change of heart and returns to the Queen's palace, helping Helena break the spell. They search the Princess' room, and Helena discovers the MirrorMask hidden in the mirror. They flee the castle with the charm. As they escape to Valentine's flying tower, Helena realizes that her doppelgänger in the real world is the Princess of Shadows, who had used the MirrorMask to step through the windows in Helena's drawings. The Princess destroys the rest of the drawings, preventing Helena from returning, and Helena and Valentine disappear in the collapsed world. The Princess takes the drawings to the roof to disperse the shreds into the wind, but discovers one more drawing Helena had made on the back of the roof door. Helena successfully returns to reality, sending the Princess back to her realm. Simultaneously, the Queen of Light awakens and the two Cities are restored to their natural balance. Helena is woken on the roof by her father, and they're overjoyed to hear that Joanne's operation is a success. Helena happily returns to work at the circus, where she becomes fascinated by a young man—heavily resembling Valentine—who aspires to be a juggler.

An American and British research team from the firm Subzero are drilling samples atop Korvatunturi (Ear Fell) in the Finnish region of Lapland. Team leader Riley believes that the fell is an ancient burial mound built by the Sámi and plans to plunder it. Two local boys, Juuso and Pietari, spy on the team at work and learn their plans. Pietari tells Juuso that Santa Claus is real, tortures bad children, and is watching them, as the team begins to excavate the fell using explosives. Local reindeer hunters find hundreds of reindeer carcasses that they believe were killed by wolves, and head to Korvatunturi to demand reparations from the Subzero company, whom they believe are responsible for the reindeer. Instead, they find a deep pit and no trace of the Subzero personnel. On the morning of Christmas Eve, a wolf trap built by Pietari's father, Rauno, has killed a skinny, naked old man. Pietari and Rauno learn that potato sacks, heaters, and a hair dryer have gone missing from houses in the area. Pietari finds a straw effigy in Juuso's bed and no sign of Juuso. Piiparinen, a neighbor, and Rauno bring the corpse into Rauno's reindeer slaughterhouse but discover the skinny old man is still alive. Piiparinen, Rauno, and Aimo, another colleague, discuss their plans and tie the old man up, while Pietari calls around and finds that all his friends have gone missing. Piiparinen has his ear bitten off by the old man, and Pietari asks his father to spank him for his bad deeds, as he fears that sneaking up to the Fell makes him a bad boy and he will be taken by Santa. Rauno's group dresses the old man in Piiparinen's Santa costume and message Subzero that they want to sell them Santa to compensate for the loss of income from the reindeer. They take the old man to an airbase in a cage, where they meet Riley arriving by helicopter. Riley warns that the caged man is not Santa but one of his elves, and that they must be quiet and smile. Many elves appear and kill Riley and his pilot. The men and Pietari run to a hangar where they find a horned being - Santa - in an enormous block of ice being melted by the missing heaters. Next to the ice are sacks containing the stolen crying children, including Juuso. Pietari takes control and hatches a plan. Piiparinen comes out of the hangar and distracts the elves by throwing gingerbread at them to reach the helicopter. Rauno and Aimo make a net, which Pietari climbs on as the helicopter picks up the sacks of children to lure the elves to the reindeer pen. The other men place explosives all over Santa Claus' ice block and cut off his horns before leaving. Pietari jumps off the helicopter net into the reindeer pen to open the gate as the horde of elves runs toward him. Rauno and Aimo detonate the explosives, killing Santa and causing the elves to stop in the reindeer pen before they can hurt Pietari. Afterwards, the group of men and Pietari train the 198 captured elves to become mall Santas and export them to cities around the world.

The Feeble Variety Hour theatre troupe is rehearsing with hopes of finding success through being picked up for a syndicated television show. Star singer Heidi is insulted by pornographic director Trevor and complains to her boss and lover Bletch, who is having an affair with Samantha. Robert, the troupe's newest member, arrives at the theatre and immediately falls in love with newcomer Lucille. Arthur, the show's manager, helps Robert serenade Lucille, and the two become engaged. Samantha scornfully reveals to Heidi her relationship with Bletch. Animal tamer Sid is visited by his ex-girlfriend Sandy who reveals he has a son named Seymour and is preparing a paternity case. Bletch and his henchman Barry consummate a drug deal with dealer Cedric. Star Harry is suffering from an unknown illness, diagnosed as terminal, and is harassed by reporter F.W. Fly, who ultimately reports his illness to the tabloids. Robert is reassigned to assist drug-addicted knife-thrower Wynyard, who reveals he is a Vietnam veteran and convinces Robert to give him money for drugs under the pretext of charity. Bletch expresses dissatisfaction with Trevor's latest porn film, and Trevor sets his sights on Lucille as his new porn star. Trevor drugs and tries to rape Lucille, but is caught by Robert; believing that Lucille had made a move on Trevor, Robert disowns her. After a poor rehearsal and lambasted by director Sebastian, Heidi rushes to Bletch for emotional affirmation, but walks in on him with Samantha. Heidi refuses to perform, but relents after Bletch feigns attraction to her. Cedric's drugs are delivered but turn out to be borax. Travelling to the docks to retrieve the actual drugs, Bletch, Trevor, and Barry kill Cedric and his associates, but Barry is killed in the process. After seeing a newspaper article about Harry's illness, Bletch retaliates by killing Fly. Lucille tries to convince Robert of her love for him, but he tells her he never wants to see her again. Heidi's successful performance grants the Feebles approval for a syndicated television show. Heidi attempts to seduce Bletch, but Bletch confesses to Heidi that he hates her and wants to give her role to Samantha. Heidi mentally breaks down. Things go awry during the performances. An ailing Harry vomits, Sid is accosted by Sandy with Seymour, and a high Wynyard accidentally kills himself with one of his knives. After a failed attempt at hanging herself, Heidi prepares to commit suicide with an M60 machine gun. Samantha walks in and taunts Heidi, causing Heidi to snap and shoot Samantha dead. In a desperate attempt to save the show, Sebastian puts on a failed musical number about sodomy. Heidi goes on a shooting spree throughout the theatre, killing many of the troupe. Harry is killed after finding out his illness is not terminal, Sid is shot in the kneecaps while saving Seymour after Sandy is killed, and Sebastian hides in Harry's giant carrot-rocket which crashes in the chaos. Robert rescues Lucille from being shot and professes that he still loves her as Lucille tells him the truth about Trevor. Bletch attempts to talk Heidi into surrendering, but she opens fire on him. An injured Bletch claims that he loves Heidi before Trevor incapacitates her with a shotgun. Bletch orders Trevor to kill Heidi, but Robert intervenes by colliding with Trevor, allowing Heidi to shoot him dead. Bletch lunges at Heidi, but is killed too. Arthur tells Heidi that he has regrettably informed the police. Heidi accepts this and makes a last request for her musical number to be played. A photographic postscript reveals that Sid had surgery on his kneecaps and works in an orchard as a struggling horticulturist with his son Seymour. Arthur received an OBE for his lifelong service to theatre and retired to the country. Sebastian achieved worldwide fame for his best-selling book about the massacre, and is currently negotiating the film rights. Robert and Lucille are married with two children, with Robert now an award-winning fashion photographer for a women's magazine. After serving 10 years in a female penitentiary, Heidi has been rehabilitated into the community and works under a new identity on the check-out of a supermarket.

The story begins on "the strangest day" of Larry Burrows's life (his 35th birthday) consisting of a series of comic and dramatic misadventures. Larry blames his life's problems on having struck out during a key moment of his state high school baseball championship game on his 15th birthday. When he wishes he had done things differently, his wish is granted by a guardian angel -like figure named Mike, who intermittently appears as a bartender, a cab driver, and so on. Larry soon discovers that Mike has transferred him into an alternative reality in which he had won the pivotal high school game. He finds himself still working for the company he had been originally, albeit successful and in a powerful position, and married to the boss's sexy daughter Cindy Jo Bumpers. At first, his new life seems perfect, but he soon begins to miss his best friend Clip Metzler, and his wife Ellen from his previous life; he also discovers that his alternative self has created many enemies, like Jewel Jagger who was a forklift operator and now she is his secretary and lover. The story begins with Larry's car, an old Ford LTD station wagon, stalled out in a dark alley. Suddenly the pink lights of The Universal Joint, a bar, come on. Larry goes inside to call a tow truck and tells bartender Mike his troubles. He reviews the day he just had, which ended with his getting fired after discovering his department head Niles Pender's scheme to sell the company under the nose of its owners to a group of naive Japanese investors. He tells Mike that he wishes he had hit that last pitch out of the park, after which Mike fixes him a drink called "The Spilt Milk". The Spilt Milk was a drink that gave him his wish that he hit that home run in that championship game. Larry leaves the bar, walks home (his car apparently towed), and discovers someone else living in his house, which is now fixed up (previously his yard and driveway were muddy and unfinished). Mike appears as a cab driver and drives him to his "new" home, a mansion in Forest Hills, explaining that he did in fact hit the last pitch and won the game. He soon discovers that Cindy Jo is his wife and he's the president of his company, Liberty Republic Sporting Goods. Being a classic car buff, he's shocked to find that he owns a collection of priceless antique automobiles. Larry soon discovers that Clip has a low-level job in the accounting department and is quite insecure as opposed to the joker he previously was. Ellen is a shop steward (in both realities) and is married to another man. Jewel, a forklift operator in the previous reality, is now Larry's mistress and his secretary. Ellen hates Larry, and he discovers that the union is threatening a walkout due to massive layoffs and increased production since Niles is selling Liberty Republic in both realities. Seeing Ellen, he realizes how much he misses her and agrees to all the union's demands, provided Ellen agrees to dinner at his favorite restaurant. She reluctantly agrees, and Larry eventually convinces her that they were married in a previous life. After discovering that Larry has agreed to union demands, Niles takes revenge by telling both Cindy Jo and Jewel of Larry's dinner date with Ellen. He then plots to kill Larry at the office that night. However, company owner Leo Hansen arrives to deliver a note to Larry, announcing his termination at Cindy Jo's request, and Niles kills him by mistake. Discovering the note, Niles calls the police, who attempt to arrest Larry for Leo's murder. Larry escapes while jealous Jewel creates pandemonium outside in her attempts to shoot him (and shoots out several police cars in the process), leading to a police chase. Larry is eventually cornered in a dark alley, but the pink glow of "The Universal Joint" comes on and he runs into the bar. Unable to find Mike, Larry attempts to make the "Spilt Milk" himself, the ingredients clearly aged. What appears to be flashing police car lights appear and Larry surrenders. However, it is a tow truck driven by Duncan. Confused at first, Larry sees Mike back behind the bar and realizes he has been returned to his old life. Larry thanks Mike for everything and, upon exiting the bar, suddenly realizes that the deal with the Japanese investors is happening shortly. Driven by Duncan to company headquarters, Larry barges into the boardroom, decks Niles, and exposes his scheme just as Leo is about to sign the deal. Thinking everyone forgot his birthday, Larry returns home (which still has the muddy driveway and lawn) to a surprise party with his family and friends. Soon after, Cindy Jo and her husband Jackie Earle, the company president, arrive. Jackie offers Niles' job to Larry, plus a company car which is a new Mercedes, and Larry accepts. In the past, young Larry is about to leave the stadium, still upset about the loss, when he is greeted by a mysterious stranger in the stands (Mike) who reassures him that everything will be all right. Larry thanks him for the reassurance but walks off wondering who Mike thinks he is kidding.

In 2035, society's dreams are taxed by the government, which has mandated increased surveillance measures upon the general public. Dream Auditor James Preble travels to the countryside home of the elderly Arabella Isadora, an artist who lives alone with her pet tortoise Sugar Baby in the self-titled Strawberry Mansion. Arabella's dreams are stored on a vast library of VHS tapes, which Preble reviews to conduct an audit; at Bella's insistence, he stays in her guest room. In his dreams, he regularly spends his time in a pink room with Buddy, who presents him with commercial products; one such session is interrupted by a younger apparition of Bella. During his audit, Preble begins to fall in love with the younger Bella; he grows closer to her in the real world, and she reveals that the government allows advertisers to transmit ads to a person's dreams. She presents him with homemade headgear designed to hold them off; it successfully defends against Buddy. Sometime later, she dies peacefully and is discovered by Preble. Bella's estranged son Peter Bloom arrives with his wife, Martha, and son, Brian, to handle Bella's affairs. Peter suggests to Preble that he is finished with his audit and may now leave. A suspicious Preble discovers Martha and Brian destroying the VHS tapes mid-audit and declares it a federal offense, angrily informing Peter that he will have to notify his superiors; Peter responds by later knocking him unconscious with a bowling pin. Preble vividly dreams of himself being chased around the house by exaggerated incarnations of the Blooms before he is rescued by the younger Bella. They escape to a small island, where they sustain and entertain themselves for a long time. Eventually, Bella reveals that Peter is the CEO of the country's largest advertisement corporation and that his knowledge of the dream-infiltrating advertisement scheme has placed him in danger. Various incarnations of Buddy appear and Preble wakes up; Peter knocks him out a second time and sets the room on fire; he and the family leave Preble to die. Preble reawakens in his dream as the captain of a ship, helmed by two humanoid sailor rats, Richard and Marcus Rat. For the next seven years, they sail the seas in search of Bella, but the Rats eventually begin to question the mission's viability. As the fire in his room picks up, a giant Blue Demon attacks the ship at sea. Preble's surroundings dissolve around him and he dines with the normal-sized Blue Demon, who is keeping Bella in servitude. After the Demon goes to bed, Preble frees Bella and they escape back to the island. Bella warns him that he cannot stay with her for much longer, as he will soon die from the fire if he does not wake up. At her insistence, Preble turns into a caterpillar and spends the next several centuries traversing the earth, finally arriving at his pink room. He is confronted by a wrathful Buddy, but Bella arrives to help Preble overpower and ultimately vanquish him. Preble and Bella are bid farewell by a sendoff party of all of the dream's characters; an apparition of Peter warmly greets and apologizes to both of them. They float off into space but find themselves disintegrating as Preble's mind continues to feel the fire's heat. Preble awakens and escapes the house, but reenters to retrieve the headgear, Sugar Baby, and a tape. Preble sorrowfully watches Strawberry Mansion burn down. Upon returning home, Preble reminisces on the VHS tape, the contained dream of which shows Bella on a date with a mysterious grass man; Bella eventually brushes off the grass to reveal Preble underneath. The film ends with the two of them walking hand-in-hand to Strawberry Mansion.