After 5 years, Stanley (Jonathan Jackson) could hardly believe that he was no longer with girlfriend Alice (Beau Garrett). He doesn’t know what went wrong, everything seemed to be fine, but for some reason Alice doesn’t believe Stanley loves her. He decides to go home to be with his old friends and try to forget.
After arriving, Stanley goes to see his best friend, Billy (Nick Stahl) and is surprised by his behavior; he’s moody and doesn’t seem like the man he knew growing up. As they begin to hang out and talk, Stanley is pre-occupied with talking about his broken heart, but Billy seems obsessed with talking about death and murder.
Billy and Stanley attend a pool party and Billy approaches Ashley (Alona Tal) who is talking with some of her friends. As they get better acquainted, everyone seems to be having a good time and soon Billy and Ashley are seeing each other regularly, then Billy begins to follow her.
But one day, when Stanley and Billy meet, again Billy’s conversation is dark and mysterious; he acts even more withdrawn. Stanley is getting more concerned about his friend and talks to his roommate, Christian (Christopher M. Clark) to see if he knows what’s going on with Billy. Together they begin to investigate Billy’s activities and discover a lot things that don’t make sense.
The next time Stanley talks with Billy, he begins to question his statements. Billy tells him that everyone does irrational acts and Stanley wants to know what he means, but Billy doesn’t explain.
A few days later as Stanley is watching television, a news reports states that Ashley the girl Billy was dating has disappeared. Frantic, Stanley talks to Christian, who tells him that Billy has been slowly changing over the past few years but no one knows what happened to cause his behavior to change. Convinced that something is very wrong, they search Billy’s room, finding blood-stained clothing.
Disturbed by their discovery and Billy’s behavior, Stanley begins searching for Billy and trying to find the girls who were with Ashley the night they met at the party. When Stanley finds Billy, he questions him about Ashley, asking if he has done something that he needs to know about. But instead of answering, Billy threatens Alice which leads to a violent confrontation.