At 3.00 am Frank is unable to sleep as he obsesses and ruminates over his bad joke-telling social faux-pas, leading him to ponder on the nature of memory itself. He becomes trapped in a loop, a self-imposed purgatory for what seems like an age as the clock ticks by. This comedic and surreal look at how our brains can keep us awake at night and the mercurial nature of memory mixes live-action puppetry and expressive hand-drawn animation to convey both the physical world and Frank's inner thoughts.