Sonya, Tara, and Sammy are all running from something, whether it be their past, or their future. They end up at a seedy motel at the same time, Sonya just in from Vegas, Sammy just getting over a theft by one of her john’s, and Tara running from her future in adult modeling.
Together the girls pass the night and are able to heal some of the wounds they have been inflicted by the cruel world around them. Lust turns into a deep affection as the girls start the night just ready for sex, but the end the night as the most important people in each other’s lives.