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.

Noah had the perfect life – nice car, great job, and a beautiful fiancé. Then, he learns she is cheating at the same time he learns his father is clinging to life in hospice care with cancer. Now hopelessly lost, he befriends a homeless man named Walter and decides to help him restart his life in northern Michigan and loose himself in the trip. Noah hopes that along the way, he will also find himself again. In a world where society is moving incredibly fast, two new friends go on the journey of their lives.