When Sandra Thomas (Amanda Plummer) books into the Midwest hotel where she has arranged to meet her sister, she does so in the company of the mysterious Dr. Jake Nyman (Robert Forster) and the English conman Santini (David Thewlis). The next morning, when sister Alice (Fairuza Balk) arrives for the meeting, she can find no sign of Sandra and, deciding to return to town, innocently accepts a lift from Dr. Jake. Before long the corpses of Sandra and Santini resurface and Alice is forced to fight for her life.
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