Double exposures produced by an antique camera lead two New York photography students on a bizarre and unnerving journey to a backwater town, where a cult of mysterious 'boxheads' entrap victims whose smiling photographs appear on the boxes that hide their own faces. Kate sets off alone to follow the trail of unexpected images in the film she has developed. They lead her to a hilarious and terrifying encounter with an old woman in a decaying seaside cottage, frightening dreams and hallucinations. Joined by her friend Mark, who has been analyzing and enhancing the images, Kate is trapped by the domineering leader of the boxhead cult. The separate fates awaiting Mark and Kate create the film's stunning climax.