Paula (Renée O’Connor) is an inspector for the Historic Trust who visits an abandoned ship on a desolate waterfront. She meets up with the self-appointed caretaker, Vigs (Larry Joe Campbell), who had blindly made the application for historical status. Moments after her arrival, her car is disabled and she is far from town and is stuck for the night. Without other options, she takes him up on his offer to spend the night. What follows is a sleepless night of bad dreams and creepy reality.