They say the darkest hour is just before dawn, and at the Sunrise diner it's very late indeed. Four couples find themselves at an out-of-the-way 24-hour diner, but they are not all that they seem. Intertwined throughout the night are a middle age couple who are at a crisis in their lives, a cook who thinks he is finally finding his way forward, a waitress in a bad relationship and a young punk and his girlfriend who think this is the last stop before the new world of imagined ease. But the strangest of all are the dark stranger and young girl who don't seem to be part of this world. A film about dreams gone bad, missed opportunities, love, fear and death.

Beautiful, seductive rich girl Daphne gets her kicks playing mind games; finding and seducing young working-class men until she cruelly kicks them to the curb. But when she comes across handsome med student Nick, she discovers a challenge. Nick isn't so easily seduced. So Daphne and her friends set about seducing Nick's girlfriend, Heather. When things go wrong and Heather gets in a terrible accident, Daphne finds her comfortable easy world spiraling quickly out of control, and it will take all of her ability to find out who is in control of this dangerous game.

In a Stateside hotel during the height of World War II, young Danny Coogan dreams of joining the war effort. Following the murder of hotel guest Mr. Toulon by Nazi assassins, Danny finds the old man's crate of mysterious puppets and is suddenly thrust into a battle all his own. He discovers that Nazis Max and Klaus, along with beautiful Japanese saboteur Ozu, plan to attack a secret American manufacturing plant. After his family is attacked and his girlfriend Beth is kidnapped, it is up to Danny and the living deadly Puppets to stop this Axis of Evil.