Hip lesbian Micki Silva leaves her fast-paced urban lifestyle for Cape May, New Jersey, to help her ailing uncle Charlie. At the local diner, run by Shelley, Micki meets Charlie's friend Roberta. Roberta likes her house, working at the diner, and numerous aspects of the small-town way of life that bore Micki, but opposites attract. Drawn together by the dying Charlie, the two women develop a complex relationship.

Terrorists infiltrate Innsmouth, a new maximum security prison, and inmate Mace Richter, a former police officer, is the only one who can foil their plans.