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Following the tragic death of their young son Sean (Antonio Romero), Jessie (Kate Bosworth) and Mark (Thomas Jane) are struggling to maintain a healthy relationship. As they no longer able to conceive other children, they decide to adopt a kid in order to start a new family. Soon, they welcome an 8-year-old kid named Cody (Jacob Tremblay). He is cute, bright and instantly likable. But there is one peculiar thing about him: Cody is terrified of falling asleep and he will do anything to stay awake.