 A young security guard (Joe Reynolds) works the late shift at the Driftwood Inn along with a desk clerk (John Durbin) and a married night maid (Suzanne Carney) with whom he is having an affair in whatever room is available. Unexpectedly, his brother (Jay Underwood) and his lover (Margot Demeter), who used to be the guard s girl friend, show up at the motel. Turns out the two have been robbing convenience store and want the guard to join them to steal the motel safe after the Fourth of July when it will be at its fullest. Past history surfaces as jealousies mar the group s plans.