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An inspector (Renee O’Connor) for the Historic Trust visits an abandoned ship on a desolate waterfront. Paula meets up with the self-appointed caretaker Vigs (Larry Joe Campbell) who blindly made the application for historical status. Moments after her arrival, Paula’s car is disabled and she is far from town and is stuck for the night. Without any particular option, Paula accepts Vigs’ offer to spend the night on the once proud steamship. What follows is a sleepless night of bad dreams and creepy reality.