Twelve o'clock noon. An ordinary scene, an ordinary city. Lunchtime for thousands of ordinary people. To most of them, this hour will be a rest, a pleasant break in the day's routine. To most, but not all. To Edward Hall, time is an enemy, and the hour to come is a matter of life and death.

Obviously struggling to maintain his composure, Edward Hall wanders into the offices of Dr. Eliot Rathmann, located in the upper portions of a downtown skyscraper. The doctor's secretary claims that they've been waiting for him. Hall makes his way into Rathmann's office but immediately slumps over onto a filing cabinet. Dr. Rathmann quickly gets up and guides him to a nearby couch. Hall admits that he's overtired and suffering from a general lack of sleep. In fact, he hasn't been to sleep in eighty-seven hours. But the problem isn't that he can't go to sleep, it's that he mustn't, because if he does, then he thinks he won't wake up. At first, he's hesitant to discuss his problem with the doctor because he believes that it won't do any good. But the doctor stops Hall before he leaves and convinces him that running away won't help matters. Before Hall starts on his story, he notices a painting on the wall of a sailing ship. Hall comments that when he was a little kid, his mother convinced him that if he stared at the picture long enough, it would start to move. Eventually, that happened to him, but after that he couldn't control it. Everytime he looked at the picture, it would be moving. The point of his story is that even though he knew it wasn't really moving, his mind was able to make him believe that it was. After Hall takes some pills, he begins his story, prefaced with the fact that he has a rheumatic heart condition. Therefore he has to avoid any kind of strenuous activities or shocks.

Three years ago, Hall read about a woman who was killed by somebody who was hiding in the backseat of her car. That little news item got Hall thinking about whether or not somebody might be hiding in his backseat. One night, while driving down Laurel Canyon, his imagination gets him to believe that there might be somebody, an unknown woman, in the backseat. While staring at the rear view mirror, Hall gets into an automobile crash that could have killed him. He was fortunate to survive. Now he can't go to sleep again. Hall tells Dr. Rathmann that he dreams in series, like the Saturday morning matinees. Every dream was a chapter.

About a week ago, Hall fell asleep at 11:30 and then found himself at an amusement park. It was incredibly real to him. While at the rifle range, Hall hears a nearby Girlie Barker and is pulled into watching Maya the Cat Girl. After watching the show for a while, Hall runs off, leaving Maya laughing on stage. She chases him down later and offers him a light. They talk for a while, and Maya seems to know Hall's name. She also knows that this is all a dream. Maya gets Hall to take her into a fun house. Once inside, she explains that they've been waiting for him. Suddenly, everything starts to terrify Hall. He runs out of the fun house, and then he wakes up, as he explains to the doctor. Hall then tells Rathmann that he was convinced that Maya was trying to kill him. The next night, he didn't go to sleep until 1:00. The dream started in the same place where the last one ended.

Maya tries to make Hall believe that since he's really asleep in bed, he can do things that he can't ordinarily do, such as ride a roller coaster. Even though he knows he shouldn't, he ends up following Maya onto the coaster. Once in motion, he knows he's in trouble. Right before he woke up, he heard Maya yell "jump, Edward, jump!" He explains to Rathmann that he hasn't been back to sleep since then. He knows that he'll end up back on the roller coaster. But he if he stays awake any longer, the stress will be too much for his heart, so he's finished either way. He leaves the office to get some fresh air, but he discovers that Rathmann's secretary is a dead ringer for Maya. He rushes back into Rathmann's office, stands behind the door, and then dives headfirst through one of the windows. The scene dissolves to Dr. Rathmann sitting at his desk. He gets up and calls for his secretary to come in. There they examine Edward Hall, who is lying on the couch. Rathmann checks for a pulse and declares that Hall has passed away. Rathmann's secretary, Miss Thomas, is shocked because he just arrived a few moments ago. Dr. Rathmann explains that Hall came in, laid down on the couch, and was asleep in two seconds. Then he let out a horrifying scream...

They say a dream takes only a second or so, and yet in that second a man can live a lifetime. He can suffer and die, and who's to say which is the greater reality: the one we know or the one in dreams, between heaven, the sky, the earth in the Twilight Zone.

* Trivia: The catwoman dress that Suzanne wears was originally made for dancer Cyd Charisse.

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