Martin Bells (Ewan McGregor) is a law student who needs to make some extra cash while still managing to have enough time for to study for his finals. He takes a job working the graveyard shift at the medical examiner’s building. It seems perfect, but he failed to consider how creepy working as the night watchman in a morgue can be. The guard who he’s replacing scares him with stories of necrophiles, including one watchman who was caught in the act. Martin is also a little frightened by the instructions of what to do if a corpse wakes up. A girl’s body is delivered to the morgue one night, the victim of a crazed serial killer who targets hookers. Martin’s girlfriend, Katharine (Patricia Arquette), urges him to quit, and his best friend James (Josh Brolin) pulls some late-night pranks on him, but he remains at his post. Inspector Cray (Nick Nolte) is working the serial killer case, and it seems to killer is leaving clues that point to Martin as the guilty party.