On the day before his scheduled surgery to remove a brain tumor, Elliot meets Chloe Webb, a young photographer who invites him to her art show. An intimate night threatens to be overwritten when Elliot shares his news the next morning.


Conrad Jackson
9 wins. See more awards »





Cast overview, first billed only:
Parker Croft ... Elliot Carson
Emilia Ares ... Chloe Webb (as Emilia Zoryan)
Barak Hardley ... Toby
Millie Zinner Millie Zinner ... Mel
Jake Olson ... Kevin
Elizabeth Levin Elizabeth Levin ... Samantha
Nathalie Antonia Nathalie Antonia ... Eva
Lydie Ben-Zakin Lydie Ben-Zakin ... French Lady
Chris Blim Chris Blim ... Andrew (as Christopher Blim)
Bubba Ganter ... Daniel
Jesse Garcia ... Miguel
Aaron Golden ... Waiter
Corin Grant Corin Grant ... Rich Bully
Chad Matheny Chad Matheny ... Tunnel Concert Musician
Aly Mawji ... Cab Driver


Falling Overnight tells the story of twenty-two year old Elliot Carson on the day before he has surgery to remove a brain tumor. Facing what could be his last night, Elliot's path intersects with Chloe Webb, a young photographer who invites him to her art show. Elliot welcomes the distraction and as the night descends, Chloe takes him on an intimate and exhilarating journey through the city. But as morning approaches, and Chloe learns of Elliot's condition, the magic of the evening unravels, and they must together face the uncertainty of Elliot's future. Written by Unknown

Plot Summary | Add Synopsis


On the day before he could lose everything, Elliot finds Chloe.


Drama | Romance


TV-MA | See all certifications »

Did You Know?


Elliot Carson: People talk about how you're supposed to live as if you're going to die tomorrow and stuff like that. When you think about it, it's a very stressful way to live.
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Dil Yeh
Written by Vikas Kohli & Vikas Khanna
Performed Vikas Kohli & Vikas Khanna
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User Reviews

A really wonderful movie.
7 July 2018 | by garyquickerSee all my reviews

This movie was a choice on Amazon. I had noticed it but never watched it. Finally, I did watch it. I loved it.

This is a story about a young man who is going to have brain surgery the next morning at 10am. She is working in an ice cream parlor. They meet. What happens between 3 pm until 10 am is both romantic and tragic.

My take on Elliot and Cloye is somewhat different than other reviews. They meet in the ice cream parlor after Eliott had to stop in the parking lot to throw up. He goes in and asks Cloye if he can use the bathroom. She hands him the key. She is attracted to him. He is in another zone. Imagine you were there knowing you would probably die the next day. He wants something sweet to drink. She makes it. They talk. She is having a showing of her pictures that evening and invites him. He admires one of her pictures and leaves with that picture. He has no intention of going.

That evening he is sitting on his wooden floor surrounded by trash bags full of his stuff. A lonely scene. He decides to go to the showing just to do something. Clowe is surprised but happy to see him. She invites him to eat at a mexican restaurant. (I know, eating mexican food before brain surgery. But, hey, it's a movie)

I really love the restaurant scenes. They enter into one of those kind of goofy conversations men and women have when they first meet. He says stuff that is really not funny but Cloye laughs anyway. It is clear during these scenes that Cloye is becoming really attracted to Elliot. In fact, by the end of the meal I think Cloye is in love with Elliot.

What happens outside the restaurant is amazing. I don't remember a scene that conveyed so much meaning. They are parting, Elliot is saying the usual;"I had a nice time, thanks a lot". and some goofy stuff to go along with that. Cloye looks somewhat amused at his awkwardness. She knows at that point that she really does love him and has no intention of letting him go. She enters her phone number into his cell and tells him to call. She then steps forward and puts her arms around him. For me, this embrace is the magic moment. The look on Cloyes face as she embraces Eliott says it all. As she leaves she looks back with a little wave and a loving look.

Think of it. She is leaving with a wonderful feeling. She is in love and is looking forward to a wonderful relationship with Elliot. Elliot on the other hand knows he will never see Cloye again. He sits in his car and cries.

And it goes from there. The ending is for you to decide.

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Release Date:

8 April 2011 (USA) See more »

Also Known As:

Lone Tree Couch See more »

Filming Locations:

Los Angeles, California, USA


Box Office


$50,000 (estimated)
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Company Credits

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Technical Specs



Color (HD)| Color
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