Lily (Deann Baker) wakes up in a bloody motel bathroom with fuzzy memories of the previous night. As she copes with her trauma and struggles to figure out what happened, she begins changing into something inhuman.
Mentally challenged Raymond Rourke gets blamed and framed by several kids after they accidentally kill his younger brother Bryce. Six years later, Raymond escapes from the state mental hospital he's been locked up in so he can exact a harsh revenge on the folks who killed his brother and set him up.
3 friends gather together to throw an old fashion Slumber Party like they did in the old days. They begin to tell each other scary stories to liven up the fun. But the fun is leading to something a bit more sinister.