A young woman who is getting back on her feet after a mental breakdown, Carol Rivers discovers that her late uncle has left her a rundown nightclub. Carol decides to renovate the venue, but, in the process, uncovers dark secrets about the club and her dead relative. After a series of disturbing events, Carol becomes increasingly unstable, but she finds some measure of comfort in Sharpe, an enigmatic older detective.

Jennifer Jason Leigh
as Carol

Brenda Vaccaro
as Betty

Jack Hallett
as Lawyer

Nicholas Love
as Tom

James Rebhorn
as Richard

Tico Wells
as Henry

Sam Schacht
as Uncle Fletcher

Nina Lora
as Carol as a Child

Steve Buscemi
as Eddy

Frank Stallone Jr.
as Ledray