A young man named Aaron Boone (Craig Sheffer) is plagued by dreams of a city called Midian, a place where monsters can go to be forgiven and accepted. The dream shows a number of creatures being chased towards a gate by someone or something unknown. Aaron wakes up in his bed, his girlfriend Lori Winston (Anne Bobby), consoles him.
Lori: You okay?
Boone: Yeah. . . Sorry.
Lori: You know what? We should get out of Calgary for a few days. You know, just take off. Some place where we can be alone together. No work, no telephone calls.
Boone: No bad dreams. . . . Decker's been calling again. All last week, every day.
Lori: What does he want?
Boone: I don't know. I haven't called him back.
Lori: Well, if he can help . . .
Boone: I'm just so frustrated. You spend all that time working for somebody and . . .
Lori: Look, go see him. Okay? Tell him it's all gone except the bad dreams.
Boone: The dreams aren't even that bad anymore. I'm actually beginning to like them. That does sound crazy, now doesn't it?
Some time later, Dr. Phillip K. Decker (David Cronenberg), calls Aaron requesting to meet with him.
Dr. Decker: Aaron? It's Dr. Decker. I need to see you.
Boone: Why? I'm healthy. I'm feeling good.
Dr. Decker: I'd like to believe that, I really would. I'm still in my office, I'll wait for you.
Boone: Oh, I can't. I'm on my way out.
Dr. Decker: Tomorrow then. . . . Don't let me down again.
After they hang up, Dr. Decker opens a case in his office and looks down at its content.
Dr. Decker: God help us both.
We cut to the Rickman family home one evening, where mother Mellissa (Valda Aviks) and father Lou (Mac McDonald) are playfully wrestling in the living room.
Lou: 'Cause I like being fat because it's comfortable and I like myself fat. And I like you fat, too!
Mellissa: Keep it down or you'll wake the munchkins.
Mom sees that their little boy (Richard Bowman) is out of bed and standing behind the second floor railing.
Mellissa: Sweety, you're supposed to be beddy-byes!
Rickman Boy: I was, but I heard something.
Mellissa: What did you hear, honey?
Rickman Boy: A bad man.
Mellissa: Oh, everything's alright. You go back to bed, munchkin, and I'll come and see you a bit later, okay?
Mellissa enters the kitchen, hears the dog barking outside, and checks the back door, but nothing seems out of order. Suddenly, a figure with a cloth mask, button eyes, and a zipper mouth, pops in her face. He slashes a long blade across her face a number of times as she crumples to the floor, gurgling, choking, and bleeding out.
Witnessing this from upstairs, is the Rickman boy, tears flowing from his face, but he remains silent. "Button Eyes" then creeps up behind Mr. Rickman and slits his throat. Button Eyes turns his attention to the little boy. He creeps up to the little boy and the scene ends, the horror left to the viewer's imagination.
We cut to Aaron at his workplace, welding in an industrial facility. Lori pays him a visit. They somehow manage to work in a conversation between their long session of smooching.
Lori: I've gotta get to rehearsal.
Boone: I would hate to see my baby singing right now.
Lori: I'm not going to be at home, so why don't you meet me at the club, and we'll go to my place from there? Okay?
Boone (smiles): Yeah.
Aaron makes good on his word to go see Dr. Decker.
Dr. Decker: You know, most of my colleagues would have walked away from a case like yours. But I found you intriguing. All that talk about monsters, and Midian.
Boone: Only I didn't create them, I heard about them from other people.
Dr. Decker: Yeah, but you've incorporated it into your private mythology.
Boone: I guess I did. I needed a place to escape to.
Dr. Decker: A place where all your sins would be forgiven. Do you remember what sins? When you imagined yourself being take away to this invented city, to Midian, what sins were you gonna be forgiven?
Boone: Are we back in therapy, Doctor? They were just dreams. Midian doesn't exist. Monsters don't exist.
Dr. Decker: But murder does, Aaron. Murder is very, very real. It might start in the mind, but then it changes to flesh and blood. Two days ago, the police brought me some photographs. They wanted to know if any of my patients was capable of doing what's in those photographs. I'm going to show them to you. . . Because when you talked about murder on the tapes, I assumed it was just hallucination.
Dr. Decker: What you described on those tapes, Aaron, was very detailed. Very specific. Houses, faces. These houses. These faces.
Boone: No, I don't remember.
Dr. Decker (picks up tape recorder): Would like to hear them?
Boone (slams recorder back down): No! . . . So you think I did this?
Dr. Decker: Six families killed in ten months, Aaron.
Boone: Oh God. . . . . So what am I gonna do?
Dr. Decker (offers a bottle of Lithium): You're gonna take these. They'll help you. You've got 24 hours to go to the police and tell them the truth. And that's all I can give you.
Aaron rushes home, popping his Lithium pills like candy and spilling them, he gathers several letters, notes, passport, etc., piles them on the floor, and sets them ablaze. He then sees an illusion of himself approaching Lori on the bed, they begin a session of passionate foreplay. To collect himself, he steps into the shower, dousing his head with water.
We cut to the nightclub where Lori is singing up a storm. Aaron enters the club and watches her performance, she sees him and smiles. Sweating profusely and feeling disoriented, Aaron suddenly bolts out of the club, Lori runs after him, but he's no where in sight. Arriving later at her place, she finds no Aaron and calls his place, but she gets his recording. But Aaron is wandering out in the street, looking like he's in a hallucinogenic haze. A large truck comes at him head on.
Aaron has visions of his dreams and instantly we cut to a hospital where a doctor (Kenneth Nelson) is treating him, presumably being hit by the truck.
Doctor: Take it easy. . . What have you been taking tonight?
Nurse: Lucky you're in one piece, fella.
Doctor: This is not Lithium, my friend. It looks like it could be some kind of lab quality hallucinogen. You're on what we used to call a bad trip, old buddy.
Lying in the hospital recovering from his bad trip, he hears another patient, the drug-addled cries of Narcisse (Hugh Ross).
Narcisse: Please take me. Take me to Midian! Take me to Midian, I'll do anything! Have I missed you? No. Please come. Come and take me. Take me to Midian! Please, I beg you. Why won't you come?
Aaron gets up to look who it is and finds a long-haired patient pressing himself against the window.
Boone: What'd you say?
Narcisse: I said shut up! . . . They won't come when you're here. They won't show themselves to the likes of you.
Boone: You said Midian. . . What do you know about it?
Narcisse: It's where the monsters go. It takes away the pain. . . . Hey, wait a minute. What do you now about it?
Boone: They forgive you there.
Narcisse: See, they only take you if you're worthy. You know what they do to those that aren't worthy?
The patient puts on metal finger blades and motions a slit across the throat, and laughs.
Boone: So you know where it is? . . . You and I could go there.
Narcisse: They sent you to take me.
Boone: Yes. But I need to know where it is.
Narcisse: It's a test. . . North of Athabasca. East of Peace River. North of Dwyer. You'll take me? I'm worthy, you ask anyone? I knew you'd come. I was waiting! I know. First, I have to show you. That's how it works. My true face. That's what these are for.
Narcisse shows his finger blades.
Narcisse: I'm an actor, see. There's a face beneath this face. First I show you, then you take me with you!
Suddenly the patient takes his finger blades and slices into his face. Dr. Decker also happens to appear at that moment with Detective Joyce of the Calgary Police Department.
Dr. Decker: Juvenile delinquency, periodically institutionalized, some violent episodes. No criminal charges, and he's been in my care
They stop in their tracks and look on in horror, seeing Narcisse peeling off his skin and scalp, screaming in agony. Security and doctors rush to the patient to stop him.
Nurse (to Boone): What the hell have you done?
Aaron sees Decker and escapes from the hospital. Moments later, Narcisse is restrained in a bed.
Dr. Decker: What's he saying?
Joyce: He's not making a whole lot of sense. Something about a place called Midian?
Doctor: He's dying. I thinkhe wants to die.
Dr. Decker: Inspector, I know Boone. I know how he talks, I know how he manipulates. Now, maybe if the right words are said to this man, They'll trigger something.
Joyce: Go ahead.
Dr. Decker: I'll do what I can, but I'll have to have privacy.
Aaron makes his way to Midian, an entire city situated under a massive graveyard. He steps out of his truck, before him is a large stylized iron gate.
After exploring the area, Aaron sits on the ground and dozes off as day turns to night. Later, he is awaken and startled by a dog licking on his face, then it scurries away.