The ghost of a double crossed gangster takes over the body of his daughter in order to seek revenge.
In Florida in 1935, Ruby Claire and Nicky park their car near the swamp and get out. Shortly after another car with Vince Kemper, Jess, Louie, Barney, Avery and Jake pulls up. Nicky is then shot dead by them. Ruby runs to Nicky and goes into labor.
Sixteen years later, Ruby sits in her house staring out the window at her drive-in theater. Vince is selling tickets at the entrance of the theater when Herbie and Pick-Up Man's Wife drive up and she asks Herbie what movie is playing. He tells her that the Attack of the 50 Foot Woman is playing and she complains about missing I Love Lucy. In the car in front of them, Lila June and 1st Man are told to hurry up and pay. Herbie and Pick-Up Man's Wife drive up and Vince catches them trying to sneak in their son in the bed of the truck. The Sheriff's Wife and Sheriff's Wife's Date are kissing in his car, and he gets scared when she tells him that her husband is the sheriff. Jess checks on the film and then starts drinking wine from the bottle. He hears something and things start moving on their own in the projection booth. Suddenly a film strip wraps itself around Jess' neck and the movie stops. The patrons start honking their horns and Ruby drives to the theater. She opens the door to the projection booth and finds Jess dead hanging from the ceiling by film strips. Vince walks in and Ruby tells him to cut Jess down and start the movie again.
Vince goes to Ruby's house and thinks they should call the cops, but she tells him to just dump Jess' body. Louie and Barney are working the concession stands when Lila June walks up. Barney walks away after Lila June calls him a jail bird and Louie gives her a free sandwich. He brings her a cup of Coke and they go off towards the swamp. Ruby tells Jake that Jess is dead. Louie gives Lila June a necklace he stole from Ruby and then starts sexually assaulting her. Lila June knees him in the crotch and then runs off. Ruby starts reminiscing about the past when she used to be a cabaret singer. Louie is suddenly attacked by an unseen force which beats him to death. Ruby then imagines she is talking to Nicky and Leslie Claire walks into the room. Ruby yells at her to leave and Vince enters the room. Ruby tells him that Nicky is back and later has a nightmare of the night Nicky was killed.
The next day, Leslie finds Louie's body in the woods. Vince goes looking for her and sees Louie's body. During the evening, Lila June asks Man "A" where the nylons he promised her are. Avery tries to convince Barney to leave with him, but Barney thinks they should stick with Ruby. Ruby and Vince drive to the swamp and during the drive, Ruby tells Vince that she plans on putting Leslie in a mental institution. They then dump Jess and Louie's bodies in the swamp. Dr. Keller stops by the theater and Vince asks him if it is true that he can communicate with spirits. Vince tells him that a spirit is trying to kill the old gang. Donny asks Vince if he can have a long break and Vince tells him yes. Dr. Keller walks around the movie theater and swamp and can sense that there has been a murder in the past. Donny flirts with Lila June, but she rejects him. Vince introduces Dr. Keller to Ruby and Leslie comes into the room and rubs Dr. Keller's hand against her face and then bites his hand. Dr. Keller senses something in the room that is angry. Billy goes to the soda machine and the door opens and Barney is inside, dead. He tells 1st Woman who, tells him that he can't watch anymore horror movies and drags him off. Woman "A" then goes to the machine and a cup drops full of blood.
Ruby does a performance for Dr. Keller and as she is staring at Leslie, Leslie's face changes to Nicky's. Dr. Keller starts asking questions and Ruby gets upset and goes to her room. She drives to the theater and starts saying that it was Jake that was responsible for Nicky's death. Nicky's voice starts coming out of the theater speakers calling her name. She hears a scream and sees Avery impaled on the movie screen. The next morning Dr. Keller asks Vince about Leslie and thinks she is the key to what is happening. Ruby hears Nicky's voice coming from the attic and follows the voice. Leslie is inside the attic and starts speaking in Nicky's voice. He accuses Ruby of double crossing him and as Leslie starts to choke her. Ruby hits Leslie in the head and Dr, Keller thinks Leslie is fighting back, because she knows Ruby wanted to send her away. He tells Ruby and Vince that he wants to try and hypnotize Leslie. He hypnotizes her and Leslie starts to speak. He asks her to think about things in her past and Ruby's face suddenly has bullet holes in it and then they disappear.
Ruby tells Dr. Keller how Jake had her seduce men who would later be killed by Jake and the other members of the gang. The body of Jake rolls into the room with a knife stuck in his chest. Dr. Keller senses a spirit is among them and he and Ruby run up to Leslie's room. At the theater, Donny drives up with Lila June and tells Vince that he told Lila June that his uncle could get her into movies. Ruby dresses up for Nicky and picks up a jar covered with a piece of cloth. She takes the jar downstairs and calls to Nicky and removes the cloth, revealing it to have Jake's eyes inside of it. Dr. Keller calls Vince and tells him to get away from the theater. Vince sees Nicky's apparition and a sudden wind storm hits the theater. Nicky's face appears on the movie screen and Leslie attacks Dr. Keller. Vince takes a couple's car and tries to drive out of the theater, and the storm forces him to crash the car. Dr. Keller runs to Vince and tells him that the ghost of Nicky is in the house. They hear Leslie screaming and find her back to her normal self. Dr. Keller tells Vince that Ruby is gone. Ruby is walking near the swamp when she sees Nicky and walks with him towards the swamp. Vince tries to stop her, but Dr. Keller tells him it is what Ruby wants. Ruby is then pulled into the water by Nicky who drowns her.