Wes Thorne and Shelly Ackerman — two people living in opposite worlds. Shelly’s mother is off her medication so her home life is in shambles and she’s being bullied at school. Wes is an eccentric, wealthy man who has deep-seated issues with women and no close friends. When Wes offers to be Shelly’s legal guardian, both of their lives take a dramatic turn.
On a secretive outing to a bizarre strip club, Tom Kingsford, (Tom Sizemore) is unaware that his life is about to take a dramatic turn. Club owner and real estate mogul, William O'Toole (Ryan O'Neal) is a sadistic voyeur whose desire for fear and torture is put to the test as the night's dirty deeds return to haunt him. Things quickly turn dark when, what seems like an innocent shortcut through a haunted cemetery is actually a set up, and the group is placed in the middle of an existing crime scene.