After robbing a jewelry shop in Canada, two Americans arrange a meeting near the US borders in order to split the loot. One of them has an accident with his car on his way there and gets stuck in an isolated motel until his car is fixed. The owner of the motel, a sexy woman in her thirties, falls in love with him, but her suspicions about him begin to multiply, as the police arrive at the motel...

Stefano Augenti, an ambitious advertising executive, meets a curious hippie named Count Mateo Tiepolo and they form a strange bond. Seeking an escape from his unhappy marriage, Augenti is lured by the Count into a bizarre plot to kill each other's relatives.