Deeply troubled by the accidental death of his first wife, Wendy (Candice Daly), respected psychiatrist Dr. Ian Lazarre (John Savage) slips into a dark abyss of alcoholism, depression and insomnia. Concerned for his health following a failed suicide attempt, Lazarre's second wife, Teresa, and his best friend and lawyer Joe (Eric Pierpoint), agree to have him committed to a rehab clinic run by the mysterious Dr. Renquist (Malcolm McDowell).

Placed in the care of the sensuous but sinister nurse Racquel (Kim Cattrall) and violent orderly James (Sam Jones), doctor becomes patient as Lazarre is given increasing doses of an experimental drug. Although the drug helps him sleep, it also spawns nightmare visions involving visitations from an executed serial killer and former patient of Lazarre's. With the line between fantasy and reality beginning to blur, Lazarre moves ever closer to a revelation that will shake the foundations of his world.