Aaron Boone (Craig Sheffer) is a troubled young man drawn to a mythical place called Midian where an abundance of monsters are hiding from humanity. Aaron Boone goes to see a psychiatrist, Dr. Decker (David Cronenberg), to decipher his nightmares. Unbeknownst to Boone, Dr. Decker is a serial killer who frames Boone for the local murders and leads the police to Boone who then murder him. Boone is brought back to life, thanks to the monsters in his dreams, or the Nightbreed. United, Boone and the Nightbreed set out to put an end to Dr. Decker.