While You Were Sleeping is a 1995 Hollywood Pictures romantic comedy film, directed by Jon Turteltaub and written by Daniel G. Sullivan and Frederic Lebow. It was originally rated R by the MPAA for bad language, but was later rerated PG by the MPAA on appeal. It stars Sandra Bullock as Lucy Moderatz, a Chicago Transit Authority token collector and Bill Pullman as Jack Callaghan, the brother of a man whose life she saves, along with Peter Gallagher as Peter Callaghan, the man who is saved, and Peter Boyle, Glynis Johns, and Jack Warden as members of his family.


Lucy Moderatz (Sandra Bullock) is a lonely token collector on the Chicago Transit Authority who has a secret crush on a handsome commuter named Peter Callaghan (Gallagher). On Christmas Day, she rescues him from an oncoming train after a mugger pushes him onto the tracks. He falls into a coma, and she accompanies him to the hospital, where a nurse overhears her musing aloud, "I was going to marry him." Misinterpreting her, the nurse tells his family that she is his fiancée. At first she is too caught up in the panic to explain the truth. She winds up keeping the secret for a number of reasons: she is embarrassed, Elsie (Peter's grandmother) has a heart condition, and she quickly comes to love being a part of his big and loving family. One night, thinking she's alone while visiting him, she confesses about her predicament. Unbeknownst to her, Saul (Peter's godfather) overhears the truth and later confronts her, but tells her he'll keep her secret, because the accident has brought the Callaghans closer.

With no family and few friends, Lucy becomes so captivated with the quirky Callaghans and their unconditional love for her that she can't bring herself to hurt them by revealing that Peter doesn't even know her. She spends a belated Christmas with them and then meets his younger brother, Jack (Bill Pullman), who is supposed to take over his father's furniture business. He is suspicious of her at first, but he falls in love with her as they spend time together. They develop a close friendship and soon after she falls in love with him as well.

On New Year's Eve, Peter wakes up. He has no memory of Lucy, but by this time his family has become so convinced of the engagement story that they assume he must have amnesia. She and Peter spend time together, but she has already fallen in love with Jack. Saul persuades Peter to propose to her "again," and she agrees despite her feelings for Jack. When he visits her the day before the wedding, she gives him a chance to change her mind, asking him if he can give her a reason not to marry Peter. He replies that he can't, leaving her disappointed.

On the day of the wedding, just as the priest begins the ceremony, Lucy finally confesses everything and tells the Callaghans that she is in love with Jack rather than Peter. Ashley Bartlett Bacon, Peter's real fiancée (who happens to be married herself), also arrives to stop the wedding. As the Callaghans argue, Lucy slips out unnoticed, unsure of her future.

Some time later, as she works at the subway station, Jack places an engagement ring in the tray of her booth. With all the Callaghans watching, he walks into there and proposes to her. In the last scenes of the film, they kiss at the end of their wedding, then leave on a train for their honeymoon. She narrates that he fulfilled her dream of going to Florence, Italy, and explains that, when Peter asked when she fell in love with Jack, she replied, "It was while you were sleeping."


  • Sandra Bullock as Lucy Moderatz, a young woman who lives in Chicago. Her mother died when she was an infant, and her father had died a year prior to the events in the film.
  • Peter Gallagher as Peter Callaghan, a successful lawyer who uses the subway station where Lucy works.
  • Bill Pullman as Jack Callaghan, Peter's brother
  • Micole Mercurio as Midge Callaghan, Peter's mother
  • Peter Boyle as Ox Callaghan, Peter's father
  • Monica Keena as Mary Callaghan, Peter's sister
  • Glynis Johns as Elsie, Peter's grandmother
  • Jack Warden as Saul, Peter's godfather.
  • Jason Bernard as Jerry Wallace, Lucy's friend and coworker whom she relies on for advice.
  • Michael Rispoli as Joe Fusco Jr., Lucy's landlord's swarthy, heavyset son who is in love with Lucy.
  • Ally Walker as Ashley Bartlett Bacon, Peter's real fiancée who wants to marry him despite her being already married with another man.


The role of Lucy was written with Demi Moore in mind, but she turned it down because the studio refused to meet her salary demands.


Part of the film was filmed at the Lake Point Tower. State/Lake Station was used for exterior shots of the 'L'. Lucy's home was shot in Logan Square. Randolph/Wabash Station was used for the scene where she rescues Peter.


The film was a tremendous success, grossing a total of $182,057,016 worldwide against an estimated $17,000,000 budget. It made $9,288,915 on its opening weekend of April 21–23, 1995. It was the fifteenth-highest grosser of 1995 in the United States. It, along with Speed, are credited as having launched Bullock into stardom.

The film was a critical success. Rotten Tomatoes reported that 85% of critics gave it positive reviews. Bullock received a Golden Globe nomination for Best Actress in a Comedy or Musical - Motion Picture.

International Adaptation

The Malayalam film Chandralekha has a similar plot with completely different background, characterizations, and screenplay. The Hindi film Har Dil Jo Pyar Karega turns out to be an adaptation of it.

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