The story opens in a remote abandoned industrial area, under the cover of night, a drug dealer and his sexy girl friend, Donna, wait for a stranger.  When he arrives, the stranger offers a large bag of drugs in exchange for a mysterious briefcase.  The drug dealer double crosses the stranger but before he could get away, the dealer is gruesomely killed.   Donna panics and drives the car away with the briefcase still in the trunk.

            The next morning in a rundown building downtown LA, Troy -  an artist and a drunk, is rudely awakened to find out that the building has sold and he has to move out the next day. On top of that, his niece has just gotten beaten up by her boyfriend and is on her way over to seek comfort. Furthermore, his friend Jack, a pothead, is cooking meth in the next room and an irate landlord is coming collects overdue rent.

            Donna arrives, carrying the mysterious briefcase . She runs into Jack, telling him about last night incident.  Jack went to investigate the car.  Donna overcome by her temptation, opens the case ... releasing a strange mass of slime ... It consumes her.

            As the day goes, more and more people end up in Troy's apartment, fighting amongst themselves oblivious to the deathly threat.  Only when a group of people filming an adult video were attacked by the slime monster that they realized the extent of their predicament.  Trapped in a room with only one door and no windows. With no cell phones reception and no way to calls for help, the group of seven people is under siege as the shape shifting creature tries to seep inside. They are picked off one by one.  A plan is hatched to retrieve the briefcase for any clue to destroy the Slime monster.