Carl unloads plastic storage bins and sets them in a booth at the flea market. After Carl’s booth is set up, he sits in a rocking chair, dripping with sweat. He’s exhausted and the day is just begun. His booth contains mostly collectibles: action figures, NASCAR models, sports figures, VHS tapes, comic books, paperbacks, computer games, a rack of t-shirts, some furniture, a lone stroller. Carl chats with a regular customer.
He introduces Juanita and Bernie, who runs the booths on either side of him. Carl has a coughing fit and Juanita brings him a glass of lemonade. Carl tries to pay for it, but she won't let him.
Peppy shows up and notes how hard Carl's job is. Peppy has an opportunity for Carl, but Carl is wary of him and says he's not going back to prison for Peppy. Peppy asks if Carl knows who Jefferson Shoat is. Carl knows of him. The mention of Shoat's name gets Bernie's attention. Peppy says Shoat is holding an auction at the Morning Star storage facility.
Peppy says there is a $250 entry fee and he doesn't have it. Peppy is the only one who can get Carl in the auction, so he agrees to stake Peppy. Carl sneakily pays Juanita for the lemonade.
Carl loads up the last of his bins. He loses coherence for a moment until Juanita snaps him out of it. She asks him to dinner, but he's tired and sweaty and he declines. Carl calls his doctor and tries to make an appointment, but it costs too much and they suggest the public health clinic.
Carl arrives home and leaves the truck loaded because he's exhausted.
Carl sits at the bar that separates the trailer’s kitchen from its’ living room. He flips through an old issue of Life Magazine. He picks up an X-Acto knife and carefully cuts the ad from the magazine. He takes it and slips it into a stiff plastic protector and then in a Fed Ex Box. He grabs a mailing label that has already been filled out and puts it on the box. He carries the box towards the front door and stacks it among a dozen other Fed Ex boxes of various sizes.
It's his landlord, warning him the city wants the junk removed from the property because he has a rat problem that is affecting the neighbors. The landlord says get it removed by next weekend or he'll be evicted. Carl feeds his kitten. Then he calls Peppy and says he's in.
Carl arrives at the Morning Star facility.
Standing before the front door is Jefferson Shoat. His security chief is Hatfield.
Juanita joins Carl. He got her an invite. She thanks him. Peppy and Bernie join them. They join a small crowd has assembled in front of Shoat and Hatfield.
Bernie overheard him and Peppy talking about the auction and he got an invite from Peppy. Bernie needs the money to pay for his kid's college.
Carl scans the crowd and he sees Ferd. Carl frowns and punches Peppy in the shoulder. Carl is upset Ferd is here.
Shoat tells everyone to pay Hatfield. The fee is non-refundable. Ken complains about that.
Carl scans the crowd, recognizing Sally, but not Damon. He also doesn't know the four guys dressed in fatigues: Randall, Jerry, Simon and Franklin. Carl asks Peppy about the soldiers. Peppy doesn't know them, but notes they are working together. He suggests they do the same.
Shoat explains the rules: Everyone stays in the facility until sun-up. Participants will each claim their own bay and will get to keep what's in their bay at sun-up. There are to be no weapons or fighting. If anyone breaks the rules, they’ll be eliminated and ineligible for any prizes or rewards. Participants can't steal from each other's bays. At three random times throughout the night, one third of all the units will open. Participants are free to enter them and take what they like, but each unit door will remain open for only 90 minutes and then close permanently.
Shoat walks to the front door and opens it with a swipe card. Everyone starts to drift towards the door. Carl is the first to go inside.
The hallway Carl enters through continues straight for a while, lined with storage units. A second passage goes to the right, but this one has four open bays. Bays 1 and 2 on the right and 3 and 4 on the left. Cameras look down both hallways. The hallway continues and is lined with storage units after the bays. Cameras look into each bay. Carl takes the first bay and sits on a stool, facing the entrance.
Ferd enters. He looks towards the first four bays and makes eye contact with Carl. Carl stares at him humorlessly. Ferd smirks at him then continues down the passage. Damon enters. He looks towards Carl and continues in the same direction as Ferd. Carl shrugs. Juanita arrives. She moves into bay 3, across from Carl. Jerry enters and stops at the intersection. Jerry waits for his friends. Simon joins him and they start talking quietly amongst themselves. Peppy walks in. Peppy backs down and walks towards Carl and Juanita. Franklin joins Simon and Jerry. Peppy and the soldiers nearly have conflict, but they back down. Randall leads Jerry, Simon and Franklin past Peppy, Carl and Juanita. Down the hall and around a left turn, out of sight. Sally walks in, closely followed by Ken. He’s like a lovesick puppy, but she barely pays him any attention. Hatfield comes in last and the door locks.
Ferd steps out of bay 5 and threatens the others. Other than Damon, they take him seriously. Ken hits on Sally, but she rejects him.
Randall stands before Jerry, Simon and Franklin, who brought their stools over from the other bays. They know what's in some of the units, but not in which unit. They have a priority list. Hatfield walks in, marking down who is in which unit. Hatfield asks to talk to Randall in private.
Carl walks into bay 2, where Peppy sits, waiting. Carl asks what he knows about Shoat. Peppy says Shoat is just a facilitator, the real man behind this is Cratch.
Hatfield and Randall stand in the hallway, far away from anyone else. Hatfield isn't sure about what they're doing. Randall says it's too late, he already took the downpayment. Hatfield is scared, but not of Randall, of Shoat and Cratch. Hatfield was a soldier in Afghanistan who saw combat. Randall served in Iraq. Randall flashes a SIG Sauer P320. Hatfield reminds him they aren't supposed to have weapons. Randall says no one will know, but Hatfield points out that there are cameras everywhere. Hatfield says when the time comes, he'll do his part.
Ferd appears in the entrance to Sally’s bay, carrying a soda from a nearby vending machine. He stares at her until she looks up from her phone. Ferd hits on Sally, but she shakes him off. Ken sticks his head around the corner, but Ferd scares him away. Damon intervenes and Ferd leaves. Sally thanks Damon.
Randall walks into Bay 9 to find Jerry, Simon and Franklin still gathered and sitting on their stools. Randall says they have back-up if they need it. Randall says the facility has 100 units. They know some of what’s in it, but don’t know where it is.They have to find their list before others do or take it from the others if they find it first. Randall says they're armed and the rules don't apply to them.
An alarm goes off, echoing throughout the facility. The men hop to their feet. Randall hands each of them a small list. Randall tells them to search in a leapfrog pattern. He says don’t exclude other valuable items if you find them, but do focus on searching for the list. Suddenly every third door to the units unlocks and slides open.
The alarm startles Carl and Juanita. Peppy looks down the hallway and sees the unit doors open. They split up and head towards different units. Bernie calls dibs on unit 99. Peppy heads towards the end of the hall.
Carl and Juanita go south along the east passage. The first unit they comes to has nothing but furniture. They move on.
Bernie explores unit 99, which is filled with boxes of Dianetics. He finds some Beanie Babies and gets excited.
Carl and Juanita stand in front of unit 7. It’s loaded with cardboard boxes. Carl opens one of the boxes, finding various dishes and kitchen items. He moves the box aside and opens another. It’s filled with popular DVDs, which he says is a keeper. He sets the box outside the unit. It's not great, but it's stuff he can sell at the flea market. They both keep looking in boxes. Juanita finds another box of DVDs and sets it outside the unit. Carl finds several boxes filled with mass market paperbacks. He sets them aside with a frown. Carl opens a box filled with clothes. He sets it aside. Juanita tries to talk him into going on a date with her. He's not sure he's ready, but he says yes. She opens another box. More DVDs. She hands Carl the box.
The alarm goes off. Ferd immediately walks along the north passage. The other three stare after him, then go down the west passage.
Ferd stares into unit 93, which is filled with cardboard boxes. He searches through them and they all contain old copies of newspapers.
Sally stands in front of unit 77. It is filled with cardboard boxes marked with various holidays: X-mas, Easter, Halloween, etc. Also, other loose and large items like a fake Christmas tree and several inflatable lawn decorations that are deflated and haphazardly stored. She finds an ornate, hand-painted statue of Santa Claus.
Ken looks inside unit 85 and finds the leftover merchandise from a sex shop, most of it sits on movable racks or in piles on the floor, quickly and haphazardly thrown into the unit.
Damon looks inside unit 73, which is filled with several racks of pro sports jerseys, all in mint condition. Lining the wall of the unit are boxes of superstar athletic shoes. Lots of different pairs of shoes, from Jordans and Air Force Ones.
Bernie carries a plastic bin out of the unit and stacks it with four others. He walks down the passage towards the next open unit.
Ferd continues searching through boxes in Unit 93. Nothing but old newspapers. Peppy passes by, smoking a cigarette as he goes. He looks into the unit and sees Ferd. Ferd sniffs. He turns slowly to his side, pulls a Taurus G3C handgun. He spins and points the gun at Peppy. Ferd recognizes his friend and puts the gun away. Peppy asks Ferd what he's looking for. Ferd says 50 kilos. Two rats run out of the unit, one chasing the other. Peppy freaks out, he’s phobic. He tosses his cigarette and runs back towards the entrance, screaming. Ferd turns around and sees that the cigarette has ignited the newspapers and the fire is quickly spreading. Several more rats flee the flames. He steps out of the unit, staring at the growing flames.
Peppy comes running down the passage, yelling fire. Peppy’s gone. Bernie grabs the extinguisher and jogs down the passage. Ferd watches the flames burn. Bernie puts the fire out.
Carl steps into unit 5, it’s filled with tall metal cabinets. They have locks, but the key to each cabinet is in the lock. The first cabinet is filled with camouflage outfits, which he doesn't want. The next is filled with AR-15s and boxes of ammunition. The next is filled with katanas and swords. The next one has a bunch of handguns and ammunition. It also has a large black zipped bag filled 50 kilos of heroin. He wheels six cabinets to his bay.
Jerry stands before unit 47. It is filled with old cardboard boxes. He grabs the corner of the box and it disintegrates in his hand. A stream of cockroaches falls from the hole, landing on Jerry’s head and flowing down his body. He lashes out an screams. He knocks the entire stack of boxes over. The boxes crumble and the stream of cockroaches turns into a torrent. Jerry falls to the floor, screaming as more and more roaches fall on him. One falls into his mouth. He spits it out and starts screaming again. Randall appears and sees the roaches falling onto the screaming Jerry. He recoils at first. Then he springs into action. He grabs Jerry by the leg and pulls him from the unit. He grabs the door and slams it down. The remaining roaches scatter as Jerry beats them off while continuing to scream. Randall slaps him and he snaps out of it. The alarm echoes throughout the facility again. All open doors slam shut and lock.
Damon approaches unit 73. The only thing inside is a large wooden cabinet. He yanks the cabinet open and dozens of large rats rush at him. He kicks them away and scrambles towards the closing door. Several rats cling to his clothes. He swats them away, but a rat bites his hand. The alarm ends and Damon heads back towards his bay.
Bernie carries the last of the Beanie Baby bins into Juanita’s bay and stacks it on top of the others. She hasn’t checked all the boxes out, but there were several rare Beanie Babies that should fetch a nice price. Hatfield walks up from the south, peering in the units to see what everyone has gathered. Hatfield says there are hand trucks and dollies near the bathrooms. Bernie is participating because his father’s farm is in foreclosure. He needs to make enough to pay it off. Carl says he's here because he's getting too old and wants to retire. Peppy says he owes money to the wrong people and the clock is ticking. Juanita just wanted to spend some time with Carl. She's not really looking for anything other than Beanie Babies, as always.
Bernie knows Shoat. He's done business with him before and doesn’t really trust him much.
Peppy pulls Carl into the bay. Carl struggles as Peppy pulls him too hard. Peppy says he doesn't trust Bernie and Juanita. Carl says he trusts Juanita more than he trusts Peppy. Peppy frowns. He asks Carl to keep an eye out for the heroin. Carl reluctantly agrees.
Sally and Damon sit on their stools. Ken leans against the bay wall. Damon wants to make enough to pay for his mom to have an operation. Ken figures the money will help him meet women. Sally wants to retire to Florida. Ferd says his kid needs an operation, but he's clearly lying.
Franklin sits with a first aid kit on his lap, applying a bandage to Jerry’s hand. Jerry flinches. Randall is upset they haven't found anything yet. This is his first crew and he needs to do a good job to advance his career. Simon says a good boss knows what motivates his crew. Simon wants Hummel figurines, his deceased mother collected them. Franklin wants to marry his girlfriend, Jean. Jerry wants to pay for his daughter's tennis career. The alarm starts blaring and new unit doors open. Randall says it's time to get back to work.
The alarm stops ringing as Carl and Juanita arrive at the bathrooms. A half dozen dollies and hand trucks sit across from the bathroom doors. Carl sits on a toilet in a stall. He looks confused.He starts to nod off. He slumps over and bonks his head on the stall wall. He snaps awake. He recovers and he flushes the toilet.
Carl and Juanita pull flatbed trucks down the hall. She asks if he's okay. He's a it worn out.
Hatfield scans a bank of video screens that connect to the many surveillance cameras throughout the facility. Hatfield checks out thr bays in turn. His phone rings, it's Shoat. Hatfield says things are going as expected.
Carl finishes loading a bunch of boxes onto the truck and he and Juanita bring it back to bay 1. Peppy joins them and asks if they found anything good. Carl says they hit the jackpot. He shows them valuable collectables: a Black Lotus Magic the Gathering Card, the Captain America 128 Page Issue from 1942, a T206 Joe Doyle Error baseball card, a Number One Trainer Pokémon Card, Garbage Pail kid cards, Marvel Funko Pops, Vintage D&D, rare vinyl, classic movie posters, lots of good stuff. Juanita found a bunch of valuable Beanie Babies.
Bernie walks towards his bay, carrying a silver jewel-encrusted box with a wax Wu-Tang Clan seal. He changes his mind and goes to bay 1. He asks Carl to lock the album in one of his metal cabinets.
Ferd looks inside unit 92. It’s filled with antique furniture. The items are too heavy to do anything with. He starts checking things with drawers and cabinets. Most are empty. Others contain China. He finds a toolbox filled with tools. Regular tools and more exotic things. He sets the toolbox aside, saving it for later. Finally he comes across a chest. He tries to open it, but a padlock stops him. Ferd opens the toolbox and roots around. He pulls out a heavy mallet. He hits the lock with the mallet several times, knocking it off. He pulls out a small wooden box and opens it. It’s tightly packed with gold coins. He opens another box: more gold coins. Another box: silver coins. The chest contains a dozen total boxes. Ferd takes out one of the gold coins. He bites it and gets the expected result. He nods. He goes to the toolbox again and searches. Ferd pulls out a heavy work glove and puts it on. He pulls out a small butane torch. Ferd picks up one of the gold coins and holds it in his gloved hand. He lights up the torch and applies it to the coin. It glows brighter, but doesn’t melt. Satisfied, he puts the torch away. He sets the warm coin aside. Ferd pulls out one of the silver coins. He smells it, then nods. He goes into the toolbox and grabs a magnet.He moves the magnet closer and closer to the silver coin, but it has no effect. He tries the magnet on the gold coin, but it doesn’t work, either. Ferd packs everything back into the chest. He closes it and tries to lift it. It’s too heavy. He drags the chest and the toolbox from the unit, leaving them just outside. Ferd walks quickly down the north passage, toward the entrance.
Ken looks into unit 78, which is filled with luxury men’s items. Liquor, an Armani suit, fancy cologne, etc.
Sally enters unit 84. The only thing inside is a single modern crate. Inside are 10 metal boxes, each labeled Fabergé, eggs inside.
Ferd rounds the corner and sees Carl and Juanita unloading boxes into bay 3. Ferd makes eye contact with Carl and everyone goes quiet. Ferd makes jokes about Carl, who tells him to fuck off.
Damon looks into unit 88. He sees a bookcase filled with trophies. He focuses on a trophy that turns out to be the Jules Rimet trophy, which was famously stolen in 1970.
Randall looks into unit 30 and it’s filled with someone’s personal effects: a rack of tailored suits, a rack of fine shoes, boxes of papers, some furniture.
There is also a rack of Thompson submachine guns and a large airtight combination safe. The items belong to Dutch Schultz.
Jerry exits unit 42, carrying a stack of Jennifer Capriati-branded tennis rackets. He arrives at his bay. Simon returns as well. He’s carrying several Hummel figurines and grinning. Capriati is Jerry's daughter’s favorite.
Simon goes back into unit 56. The unit is filled with bookshelves containing a nearly endless variety of Hummel figurines.
He starts gathering up more figurines to take to his bay.
Franklin is puzzled as he looks into unit 62. The unit contains several framed paintings and smaller framed artworks by Degas, Rembrandt van Rijn, Johannes Vermeer, Govaert Flinck and Édouard Manet.
Hatfield scans the surveillance screens. He picks up his phone and calls Shoat. He tells Shoat everyone found what they were looking for. He opens unit 25 and a monster emerges. It walks north at a brisk pace.
Ferd pulls a dolly behind him. He approaches unit 30. Ferd stops when he sees Dutch Shultz’s safe and the Tommy guns. He takes the safe.
Juanita leaves her bay, headed to see Carl. She sees the monster coming at them quickly. Once it starts sprinting at them Bernie fires his gun and Carl sends Peppy to get more guns.
Peppy gets the guns. Then he finds the heroin, which he leaves unlocked.
Peppy gives Carl the guns and keys. He leaves, saying he's going to warn the others. Everyone else fires t the monster.
Randall approaches unit 30, pulling a hand cart behind him. He sees the safe is missing. He grabs the guns.
Randall sneaks into the bays and sees Ferd has the safe.
Peppy arrives at Ferd’s bay. He pulls Ferd aside, where no one else can hear him, and tells him he found the stash. They talk in hushed tones.
Randall arrives at bay 9, pulling the dolly behind him. He has the Tommy guns. Franklin, Simon and Jerry wait for him on their stools. Franklin gestures towards the paintings in his bay. Randall arms the others and tells them they're going to get their safe back from Ferd.
Ferd and Peppy stop at the corner. They peak at the monster. They don't engage.
Sally, Damon and Ken sit on stools, gathered between the bays. The alarm starts ringing. All but the emergency lights go out.
Randall, Simon, Jessie and Franklin move quietly toward the bays, aided by the shadows.
The door to unit 40 opens. Three of the panther-like monsters emerges and heads north.
Randall leads the other soldiers towards Sally, Damon and Ken. Sally sees them and the soldiers open fire. Sally and Ken dive into the bays and out of the soldiers line of sight. Damon tries, but he takes bullets to his right leg and the right side of his rib cage. He crawls out of sight. The gunfire stops.
Carl shoots the monster two more times and the beast falls to the ground dead. Hatfield tells them the monsters are genetically-modified guard dogs. Ferd steps around the corner, holding his gun on Hatfield. Peppy follows. Ferd tells Hatfield to open the door. He says he can't. Ferd shoots and kills him.
Ferd and Carl hold their guns on each other. Carl calls Peppy a rat. Peppy says he and Ferd just want the heroin. Carl lunges at Ferd, managing to grab Ferd’s gun hand and push it away. Ferd fires, but it harmlessly hits the unit wall. Juanita and Bernie lunge into bays to hide from Ferd. Carl tries to bring his gun hand up, but Peppy clocks him to the back of the head and Carl falls to the ground, bleeding. As he falls, he loses his gun. It skids past Ferd. Ferd points his gun at Carl. He tells Peppy to get the heroin.
Bullets riddle Ken’s body and he falls to the ground dead. Damon sits against the wall of his bay, bleeding profusely. He passes out. The soldiers advance on them. Randall gets a line of sight on Sally and guns her down. He stops and listens. He holds up a hand. They all stand still and listen. As Jerry turns south, one of the monsters lunges at him and bites his neck, ripping hiss head off. A second monster tears into Franklin’s stomach. Randall fires at the monsters, killing one. Another attacks Sally. The other bites down on Franklin’s gun hand and rips his arm off. Franklin dies screaming and spewing blood. Simon and Randall gun down the last monsters.
The door to unit 95 opens. Three more of the panther-like monsters emerge. They sniff the air, then head west.
Ferd holds his gun on Carl, ready to kill him. The monsters attack from behind. One swallows Ferd’s head and rips it from his body. The others attack, killing Peppy. Carl, Juanita and Bernie gun down the other monsters.
Randall and Simon arrive to the sounds of gunfire. They stop and hide behind the corner. Randall peeks and sees the last monster fall dead. Randall and Simon step into the opening and fire away. Randall hits Bernie in the leg and he falls to the ground in agony. Simon shoots at Juanita, but he misses. Juanita returns fire and hits Simon in the shoulder. He’s still standing, but the bullet hit his shooting arm and he drops his gun. Randall shoots Juanita in the back, and she falls to the ground. Both Carl and Bernie fire on Randall, shooting until they are out of ammunition. Carl checks on Juanita who is alive, but needs a hospital. He kisses her on the cheek.
Bernie and Juanita sit on stools, back-to-back. Each rests a Glock on their lap, ready to shoot if anything comes from the north or south. Carl limps in from the north, pushing a flatbed hand truck. Damon lays on the truck, bleeding but alive. Carl says Damon is the last one, everyone else is dead. Carl says all the monsters are dead, too. Carl say the safe on the truck is filled with silver and gold, which he's sharing. The front door lock buzzes and the door opens. Carl, Juanita and Bernie stand and head towards the front door wearily.
Carl, Juanita and Bernie walk outside. Bernie pushes the truck that Damon rests upon. Once they get outside, they see Shoat, who is flanked on either side by armed henchmen. They accuse him of rigging the game and breaking the rules. He says they broke the rules by killing Hatfield. Juanita says they had nothing to do with that. Shoat says the cameras inside say otherwise. Carl shoots Shoat in the head. Juanita and Bernie shoot the guards. Carl says they should get their stuff and leave.
The flea market is relatively empty today. Carl sits at his table, scanning for customers who aren’t coming. Juanita sits in her booth, but her chair sits as close to Carl as possible. Bernie walks over to them. Bernie thought they had enough money to leave, but Carl wants to do it carefully, to avoid raising suspicion. He says Mr. Cratch is coming after them. Juanita says they've got to get away. Carl says he didn't want to do it alone. Carl says Damon safely got away, but not empty-handed. Carl grabs his cash box and heads for his truck. Bernie and Juanita follow.