Paula, (Renee O'Connor) an inspector for the Historic Trust, wraps up a successful and important project in the upper Midwest. On her way home to Chicago, she gets a call from her office and is asked to check out a new applicant. It's on her way anyway, and even though it's late on Friday, she takes a quick detour and heads to the site of once proud steamship along an industrial waterfront. The ships 400 foot black form looms against the sky, and collects dead fish in stagnant water near the pier. Moments after her arrival, her car is seriously disabled and her life is about to change forever. In the chaos that follows, she meets up with the self appointed caretaker, Vigs (Larry Joe Campbell) who is the odd caretaker on the ship. Making the best of a bad situation, she takes him up on his offer to spend the night in one of the cramped but historic staterooms. He invites her to dinner and bad beer. She gets sick from the food and retires to her room to sleep, but is awakened constantly by startling and compelling commotion that leads her to all points on this dark and frightening ship. In the end, she discovers the truth about herself, and her life will never be the same.