 Jesse Page (Mark Dacascos) is an ex-convict whom wants to go straight, but has problems with his former cell mate Larry (Jamiz Woolvett) whom wants Jesse s help with his friends for a drug deal. But when the deal goes sour and the thugs whom try to rip them off end up getting killed, Jesse and the others are forced to flee. Jesse and Larry hide out in an dilapidated motel in the California desert where Jesse decides on a change by going to Detroit to join a band he played at. But with Larry tagging along, brings up more complications, as well as the eccentric motel owner Edsel (Frederic Forrest) and his crazed ex-stripper wife Hester (Emily Lloyd), while the drug dealers slowly begin to close in on all of them.