Margo Dey isn’t too different from other college girls. She’s smart, she’s pretty, and she has a part time job-working in a morgue. Margo spends her nights traversing the massive mausoleum corridors, chatting with her “quiet friends” as she goes about mopping the ancient marble floors. Margo’s singular earthbound companion is George, the night watchmen, a man so ridden with grief over the loss of his daughter that he seems even deader to the world than the corpses in the morgue. The seclusion of Margo’s night-time haven is shattered when Peter and Nan Townsend appear mysteriously out of the darkness with nothing more than an empty gas can and a frightened young girl, Jill. Margo aids the visitors in recovering from their cold trek through the night, and makes preparations to help them get back on the road. It soon becomes evident however, that something at the morgue wants them to stay. The action kicks into high gear when Jacob and his wounded friend Samim desperately burst into the morgue in search of help, creating a whirlwind of panic and mistrust. Before long, the motley group of strangers is forced to help one another as they struggle to elude the menacing shadow that looms ever closer with each passing breath.