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.