A young security guard works the late shift at the Driftwood Inn along with a desk clerk and a married night maid with whom he is having an affair in whatever room is available. Unexpectedly, his brother and his lover, who used to be the guard's girl friend, show up at the motel. Turns out the two have been robbing convenience store and want the guard to join them to steal the motel safe after the Fourth of July when it will be at its fullest. Past history surfaces as jealousies mar the group's plans.