Desmond King (Stephen Baldwin) has everything a man could ask for. The only thing he desperately seeks is sleep, he has not slept properly for over ten months. His days are spent working with his eyes wide open and his mind asleep, at night he wonders the streets and hangs out with the city's most weird and sinister people of this nocturnal world. On one of his nightly strolls he witnesses a brutal murder. Did he really see it happen or was he sleepwalking in a nightmare...Even dreams can be deadly!