 An uninvited guest finds a lonely old man on the very night he plans to kill himself. Fleeing from her destructive past, Panic, a delusional runaway, takes refuge in Henry s desolate desert hotel, and the two forge an odd relationship of trust and friendship. All seems well, until Panic s boyfriend, Billy, battered and beaten, arrives at the hotel demanding that she return to a life of hurt and shame in order to save him from a big city hood.