Billy, Jeannie, James and John are headed to Madison, Indiana for some fun with a friend of theirs, Joe, who runs the Riverfront Motel near the banks of the Ohio River. They are about to have a drunken party to which Billy absolutely loves doing. Drinking! Jeannie has endured a life of abuse at the hands of her father, Donald. He is the only reason why she is going with Billy and them. So she can get away from him. After some weird and bizarre dreams and nightmares they begin to experience later on after they fall asleep, Billy begins to suspect Joe after they wake at different locations throughout the city. But is he even sure he's right about this? Or is something really going on in that motel?