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A young woman who is getting back on her feet after a mental breakdown, Carol Rivers (Jennifer Jason Leigh) 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 (Peter Coyote), an enigmatic older detective.