Pinky, an eccentric and shy woman gets a job as an attendant at a spa. There she befriends her co-worker, Millie. Soon the two women become roommates. Pinky's attachement to Millie grows into an obssesion and she begins imitating her personality and appearance. Eventually Pinky discovers Millie with a man; the husband of a local woman. The new information pushes Pinky to the edge, creating a series of strange confrontations and role reversals.