John Hall is a drifter who wanders into a small town in Maine. He needs a job and decides to seek employment at the community's top business: a large textile mill. He is hired to work the "graveyard shift" -- from around midnight to dawn -- and, along with a few others, he is charged with cleaning out the basement. This task strikes the workers as simple enough, but then, as they proceed deeper underground, they encounter an unspeakable monstrosity intent on devouring them all.

Five medical students experiment with "near death" experiences, until the dark consequences of past tragedies begin to jeopardize their lives.

Confusing realities surface in this paranoid film dealing with the fragile nature of a young woman recovering from rape and an apparent attempted suicide. In one reality, she is a killer destroyer of men. In another she is the new wife on a Jamaican honeymoon with her husband (William Baldwin), who is trying to help her recover. Which is real is the question as the story unfolds.